Claudia Allen

Claudia Allen

Katten Muchin Rosenman LLP

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Proxy Access—the Devil Is in the Details

Proxy access, meaning the ability of stockholders to put their nominees on management’s proxy card and create a proxy contest without having to file their own proxy statement, was the marquee issue of the 2015 proxy season....more

8/11/2015 - Board of Directors Bylaws Corporate Governance Institutional Investors ISS Proxy Access Rule Proxy Season Proxy Statements Publicly-Traded Companies SEC Shareholders

Corporate & Financial Weekly Digest - Volume X, Issue 30

SEC Finalizes Rule on Pay Ratio Disclosure - On August 5, the Securities and Exchange Commission adopted the final rule regarding pay ratio disclosure that amends Item 402 of Regulation S-K to implement Section 953(b)...more

8/10/2015 - Broker-Dealer Derivatives Clearing Organizations Disclosure Requirements EU European Securities and Markets Authority (ESMA) FINRA Greece NASD Pay Ratio Proxy Access Rule Regulation S-K SEC UK

Delaware Amends Its Corporate Law to Prohibit Fee-Shifting, Approve Exclusive Forum Provisions and Facilitate At-The-Market...

On June 24, Delaware’s Governor signed legislation approving amendments to the Delaware General Corporation Law (DGCL). While annual amendments to the DGCL typically involve technical fixes, this year’s legislation addresses...more

6/30/2015 - Bylaws Certificates of Incorporation Controlling Stockholders Directors Fee-Shifting Forum Selection Forum Shopping Restricted Stocks Stock Options Stockholder Agreements

Corporate & Financial Weekly Digest - Volume X, Issue 25

In this issue: - Delaware Amends Its Corporate Law to Prohibit Fee-Shifting, Approve Exclusive Forum Provisions and Facilitate At-The-Market Offerings - SEC Division of Corporation Finance Issues New C&DIs Relating...more

6/29/2015 - CFTC Fee-Shifting Financial Conduct Authority (FCA) LEAP Regulation A SEC UK

Delaware Proposal Banning Fee-Shifting and Permitting Exclusive Forum Provisions

Following the unexpected May 2014 decision of the Delaware Supreme Court in ATP Tour Inc. v. Deutscher Tennis Bund, 91 A.3d 554 (Del. 2014), upholding the validity of fee-shifting bylaws of a non-stock corporation, the...more

3/24/2015 - ATP Tours Bylaws DE Supreme Court Delaware General Corporation Law Fee-Shifting Proposed Amendments

Corporate & Financial Weekly Digest - Volume X, Issue 11

In This Issue: - Delaware Proposal Banning Fee-Shifting and Permitting Exclusive Forum Provisions - SEC Charges Insiders for Failure to Update Schedule 13D Disclosures - CBOE Proposes Amendments to...more

3/23/2015 - AML-CTF Bylaws CFTC Criminal Background Checks Cybersecurity Delaware General Corporation Law Derivatives Disclosure Requirements Exclusive Forum FATCA Fee-Shifting FinCEN Hong Kong Insider Trading Regulation SHO SEC

Bylaw of Delaware Corporation Providing for Exclusive Forum in North Carolina Upheld

In City of Providence v. First Citizens Bancshares, Inc., C.A. No. 9795 (Del. Ch. Sep. 8, 2014), Delaware Chancellor Bouchard upheld a bylaw adopted by the board of directors of a corporation incorporated in Delaware...more

9/16/2014 - Board of Directors Bylaws Exclusive Jurisdiction Forum Forum Selection Jurisdiction

Corporate and Financial Weekly Digest - Volume IX, Issue 36

In this issue: - Bylaw of Delaware Corporation Providing for Exclusive Forum in North Carolina Upheld - FINRA Board to Consider Rule Proposals Regarding Private Trading Platforms - CBOE and C2 in...more

9/15/2014 - AIFM AIFMD Banks Bitcoin CBOE CFPB CFTC Commodity Pool Compliance CPO Cross-Border Exclusive Jurisdiction False Claims Act (FCA) FINRA Forum ISDA JOBS Act Jurisdiction OTC Regulation M Regulation Z SEC Security-Based Swaps Swap Dealers Swaps UK

Oregon State Court Refuses to Enforce Forum Selection Bylaw

In Roberts v. TriQuint Semiconductor, Inc., No. 1402-02441 (Cir. Ct. Or. Aug 14, 2014), an Oregon state court, breaking with state courts in California, Illinois, New York and Texas, held that the bylaw of a Delaware...more

9/3/2014 - Bylaws Corporate Counsel Delaware General Corporation Law Derivative Suit Forum Selection

Corporate and Financial Weekly Digest - Volume IX, Issue 34

In this issue: - Oregon State Court Refuses to Enforce Forum Selection Bylaw - SEC Announces Pilot Program to Widen Tick Sizes for Smaller Companies - NFA Issues Notice Setting Effective Date for Risk...more

9/2/2014 - Arbitration Attorney's Fees CFTC Compliance Confidentiality Agreements EU European Securities and Markets Authority (ESMA) Financial Conduct Authority (FCA) FINRA Forum Selection Mandatory Arbitration Clauses NFA Restrictive Covenants Risk Management SEC Shareholder Litigation Shareholders Small Business

Delaware Legislation Banning Fee-Shifting in Bylaws and Charters

In a swift response to the Delaware Supreme Court’s May 8 opinion holding that fee-shifting bylaws are facially valid (ATP Tour v. Deutscher Tennis Bund), members of the Delaware bar, representing both plaintiffs and...more

6/4/2014 - ATP Tours Bylaws Corporate Governance Delaware General Corporation Law Fee-Shifting Proposed Legislation

Corporate and Financial Weekly Digest - Volume IX, Issue 22

In this issue: - Delaware Legislation Banning Fee-Shifting in Bylaws and Charters - CFTC Proposes to Amend De Minimis Threshold for Swaps with Utility Providers - CFTC Grants Recordkeeping Relief for...more

6/2/2014 - Arbitration Broker-Dealer Bylaws CFTC Commodities De Minimis Claims Derivatives FCPA Fee-Shifting Foreign Official Fraud Instrumentality Mandatory Arbitration Clauses SEFs Swaps Utilities Sector

Delaware Supreme Court Upholds Fee-Shifting Bylaw

On May 8, in ATP Tour v. Deutscher Tennis Bund, the Delaware Supreme Court held that a board-adopted bylaw shifting attorneys’ fees and costs in intra-corporate litigation to unsuccessful plaintiffs is facially valid. Due to...more

5/21/2014 - Bylaws Corporate Governance Fee-Shifting Shareholder Litigation Shareholders

Corporate and Financial Weekly Digest - Volume IX, Issue 20

In this issue: - Delaware Supreme Court Upholds Fee-Shifting Bylaw - FINRA Proposes Changes to FINRA Rules 7410 and 2121 - CFTC Staff Announces Streamlined No-Action Relief Process for Certain...more

5/19/2014 - CFTC Commodity Pool CPO Criminal Prosecution Fee-Shifting FINRA Fraud White Collar Crimes

ISS Updating QuickScore Methodology and Opening Data Validation Period

On February 18, 2014, Institutional Shareholder Services (ISS), a leading proxy advisory firm, will launch the second generation of its QuickScore governance risk scoring system and analytical tool for Russell 3000 companies....more

1/28/2014 - ISS

Corporate and Financial Weekly Digest - Volume IX, Issue 4

In this issue: - ISS Updating QuickScore Methodology and Opening Data Validation Period - First MAT Determinations Are Deemed Certified - CFTC Interdivisional Working Group to Review Swap...more

1/27/2014 - Burger King CFTC Electronic Trading FFIEC Insider Trading ISS Limited Liability Company (LLC) NFA SEC Swaps

Trends in Exclusive Forum Bylaws: They're Valid, Now What?

For Delaware corporations facing a rising tide of strike suits, the Delaware Court of Chancery’s June 25, 2013 Boilermakers decision upholding the validity of “exclusive forum” bylaws adopted by Chevron Corporation and FedEx...more

11/25/2013 - Bylaws Class Action Derivatives Forum Forum Selection Shareholder Litigation Shareholders

Voluntary Withdrawal of Appeal in Delaware Exclusive Forum Bylaw Case

In response to the wave of strike suits filed outside Delaware in connection with mergers and acquisitions and executive compensation matters, boards of some Delaware corporations adopted exclusive forum bylaws. Those bylaws...more

10/22/2013 - Appeals Chevron FedEx Forum Selection Voluntary Withdrawal

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