Joseph Schoell

Joseph Schoell

Drinker Biddle & Reath LLP

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Feeling Conflicted: The Importance of Disclosing Potential Conflicts, the Stockholder Vote and the Business Judgment Rule

Shortly after the announcement of a merger (the Merger) between Zale Corporation (Zale) and Signet Jewelers Limited (Signet) on February 19, 2014, each of five plaintiffs (stockholders of Zale) filed a class action complaint...more

3/30/2016 - Class Action Due Care Fiduciary Duty Gross Negligence Mergers Motion to Dismiss Shareholders

Securities and Governance Update

In December 2013, the staff of the SEC’s Division of Corporation Finance (Corp Fin) issued its report on the Review of Disclosure Requirements in Regulation S-K (the S-K Study). As we noted in a previous publication, though...more

7/2/2014 - Disclosure Requirements Regulation S-K SEC

Securities Update - March 2014

In December 2013, the Staff of the Securities and Exchange Commission’s Division of Corporation Finance issued to Congress its “Report on Review of Disclosure Requirements in Regulation S-K” (the S-K Study) that originally...more

3/28/2014 - Business Judgment Rule Conflict Mineral Rules Controlling Stockholders COSO Disclosure Requirements Emerging Growth Companies Form SD ISS JOBS Act Mergers Nasdaq NYSE Offerings Proxies QuickScore Regulation S-K SEC Self-Dealing Standard of Review

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