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Have Your Directors Met Their Revlon Duties? Delaware Court Dismisses Strike-Suit Allegations as Merely Cosmetic

In a virtual course on how to bring—or not bring—an M&A strike suit, on June 30, a Delaware Chancery Court dismissed all shareholder claims against a merger target and its acquirer, ending nearly two years of litigation. ...more

7/9/2014 - Board of Directors Corporate Counsel Corporate Governance Revlon Standard Shared Responsibility Rule Shareholders

Patience is a Virtue: District Court Suggests that the SEC “Wait and See” Before Seeking Certain No-Admit, No-Deny Settlements

On June 18, 2014, Judge Victor Marrero of the U.S. District Court for the Southern District of New York approved the SEC’s no-admit, no-deny consent decrees in its insider trading case against CR Intrinsic Investors, LLC and...more

6/25/2014 - Consent Decrees Enforcement Enforcement Actions Insider Trading Neither Admit Nor Deny Settlements SEC SEC v Citigroup Settlement

Second Circuit Says Pragmatism Trumps “Cold, Hard” Facts, Limits District Courts’ Powers in Reviewing SEC Settlements

Summer is coming, but this is probably not the vacation Southern District of New York Judge Jed Rakoff had in mind. On June 4, 2014, the Second Circuit vacated Judge Rakoff’s order refusing to approve the SEC’s $285 million...more

6/6/2014 - Chevron Deference Citigroup Collateralized Debt Obligations Consent Decrees Enforcement Enforcement Actions Interlocutory Appeals Judge Rakoff Risk Management SEC SEC v Citigroup

Delaware Supreme Court Tells Controlling Shareholders “If You Look Out For Your Minority, We’ll Look Out For You”

On March 14, 2014, the Delaware Supreme Court unanimously affirmed an important Delaware Court of Chancery decision issued in 2013 that offered a roadmap to companies and their directors on how to obtain the protections of...more

4/2/2014 - Business Judgment Rule Controlling Stockholders Minority Shareholders Shareholder Litigation Shareholders Standard of Review

You Were Wrong, But Did You Know You Were Wrong? The Supreme Court To Resolve The Circuit Split On The Pleading Standard For...

Can a securities plaintiff satisfy Section 11 of the Securities Act simply by alleging that a statement of opinion was objectively false, or must the plaintiff also allege that the speaker subjectively knew the statement was...more

3/19/2014 - Omnicare Pharmaceutical Pleading Standards SCOTUS Section 11 Securities Fraud

The Volcker Rule: Great Expectations For Regulating Risk

On Tuesday, December 10, five federal regulatory agencies, the Federal Reserve, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Office of the Comptroller and the Commodity Futures...more

12/18/2013 - Banks CFTC Compliance Dodd-Frank Federal Reserve OCC SEC Volcker Rule

Looking Past The Labels: Bank’s Disgorgement Payment To SEC Not Necessarily Excluded From D&O Coverage

In 2006, Bear Stearns agreed to a $250 million “neither admit nor deny” settlement with the SEC to settle charges that it facilitated late trading and deceptive market timing by its hedge fund customers....more

7/29/2013 - Bear Sterns D&O Insurance Disgorgement Hedge Funds Neither Admit Nor Deny Settlements SEC

How Corporate Charters Can Protect Directors From Money Damages For Acts Of Negligence

Several weeks ago we asked whether directors of public companies face potential liability for not preventing cyber attacks....more

7/12/2013 - Board of Directors Corporate Charters Corporate Governance Damages Fiduciary Duty Negligence

Do A Deal And You’re Sure To Get Sued; Now, At Least, You Can Get Sued In Just One Place

These days almost every public company that announces an agreement to sell itself can expect to be the subject of multiple shareholder class actions challenging the transaction – even if shareholders will be receiving a...more

6/28/2013 - Bylaws Class Action Corporate Governance Multidistrict Litigation Shareholders

Do Directors Face Potential Liability For Not Preventing Cyber Attacks?

In the past weeks, we’ve reported that while most companies are properly disclosing their exposure to cybersecurity threats, the increasing occurrence and severity of cyber attacks has the SEC considering even more stringent...more

6/25/2013 - Board of Directors Covenant of Good Faith and Fair Dealing Cyber Attacks Cybersecurity Disclosure Requirements Fiduciary Duty SEC

Fannie And Freddie Shareholders To US: 2008 Government Takeover Of Mortgage Giants Good For The Country; Not So Much For Us

Can shareholders of a government-sponsored enterprise successfully challenge the constitutionality of a government takeover of the entity? ...more

6/18/2013 - Class Action Conservators Fannie Mae FHFA Freddie Mac Lenders Mortgages Shareholders Stocks

What Makes A Director “Independent”?

What makes a director “independent”? That question is important, not only to investors who want to ensure that boards of directors exercise objective judgment on corporate affairs, but also to companies, who need assurance...more

5/3/2013 - Directors Nasdaq NYSE Shareholders

Purchase Timing A Wall To Facebook Derivative Litigation Despite Unenforceability Of Forum Selection Clause

Four derivative lawsuits against Facebook’s directors relating to alleged disclosure issues surrounding the company’s initial public offering have a new status: Dismissed. Last month, Judge Robert Sweet of the Southern...more

3/26/2013 - Derivative Suit Disclosure Requirements Facebook Forum Selection Clause IPO Ripeness

Shareholder Demands: Accepted, Refused Or Deferred? Let’s Ask RUSH.

When a shareholder makes a demand on a company to pursue litigation, the company’s board can look to generally well-developed law to determine how to evaluate the demand. Though there is no one particular procedure a board...more

1/9/2013 - Board of Directors Business Judgment Rule Shareholder Demands

SEC Commissioner Schapiro to Step Down After Four Tough Years

The SEC announced last week that Commission Chairman Mary L. Schapiro will end her tenure later this month. Previously an SEC commissioner from 1988 to 1994, Ms. Schapiro was appointed chairman by President Obama in January...more

12/4/2012

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