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M. Todd Scott

M. Todd Scott

Orrick, Herrington & Sutcliffe LLP


Latest Publications

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What’s The Right Way To Respond To A Shareholder Books And Records Request?

Delaware law gives shareholders the right to request corporate books and records in order to investigate issues that are of interest to them. ...more

5/17/2013 - Corporate Records Shareholder Rights

“We’re Considering Selling The Company – How Can A Special Committee Help?”

In any change-of-control business transaction, the decision by the target company’s board of directors to approve the deal is subject to heightened scrutiny by the courts. These days, virtually every M&A deal is sure to...more

5/13/2013 - Board of Directors Change in Control Conflicts of Interest Corporate Governance

The SEC Says Cities (And City Officials!) Must Obey Securities Laws, Too

Yesterday the SEC filed an Order Instituting Cease and Desist Proceedings against the City of Harrisburg, Pennsylvania for violations of Rule 10b-5. The City consented to entry of a Cease and Desist Order....more

5/8/2013 - Disclosure Requirements Municipalities Public Disclosure Public Employees Rule 10b-5 SEC

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

Consenting Adults: D.C. Circuit Tells Press To Stay Out Of SEC-AIG Relationship

What happens between a mature multinational insurance corporation and its regulator is nobody’s business, or so says the United States Court of Appeals for the D.C. Circuit, which issued an opinion in SEC v. AIG on February...more

2/12/2013 - Adjudicatory Process AIG Appeals Decision-Making Process Journalists Judicial Records Right of Access SEC SEC v AIG

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 Is “Here to Stay” On Insider Trading

It has been over three years since the SEC filed its insider trading charges against Galleon Management and Raj Rajaratnam. When that complaint was filed, the Director of the SEC’s Division of Enforcement, Robert Khuzami...more

12/11/2012 - Insider Trading SEC

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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