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Delaware Chancery Court Declines to Dismiss Fraud Claims Against Private Equity Fund and Directors

In Great Hill Equity Partners IV, LP v. SIG Growth Equity Fund I, LLLP, the Delaware Court of Chancery denied the defendants’ motion to dismiss fraud-based claims made in connection with Great Hill’s acquisition of Plimus, a...more

12/23/2014 - Board of Directors Business Litigation Corporate Officers Due Diligence Fraud Merger Agreements Motion to Dismiss Private Equity Funds

SEC Sets October 2015 Target Date for Certain Dodd-Frank and JOBS Act Rulemaking

The Securities and Exchange Commission recently published its agenda with respect to upcoming rulemaking, including rulemaking contemplated by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) and...more

12/10/2014 - Disclosure Requirements Dodd-Frank JOBS Act Regulation D SEC

Corporate and Financial Weekly Digest - Volume IX, Issue 47

In this issue: - SEC Sets October 2015 Target Date for Certain Dodd-Frank and JOBS Act Rulemaking - FINRA Issues Notice on TRACE Trade Reporting Obligations - NFA Issues Guidance on Exempt and Excluded...more

12/8/2014 - AIFM Bank Secrecy Act Banks Bitcoins BitLicense C-Suite Executives CPOs CTA Dodd-Frank Enforcement Actions EU EU Data Protection Laws False Statements FFIEC FINRA Investment Funds JOBS Act NFA OCC Proposed Amendments Regulatory Standards Rulemaking Process SEC TRACE Whistleblower Awards

Delaware Court of Chancery Rejects Entire Fairness Review in Absence of Conflicted Transaction

On October 24, the Delaware Court of Chancery dismissed a lawsuit filed by certain minority stockholders of Crimson Exploration, Inc. in In re: Crimson Exploration Inc. Stockholder Litigation, C.A. No. 8541-VCP (Del. Ch. Oct...more

11/11/2014 - Business Judgment Rule Controlling Stockholders Fairness Standard Fiduciary Duty Oil & Gas Shareholder Litigation Shareholders Stock-for-Stock Merger

Corporate and Financial Weekly Digest - Volume IX, Issue 44

In this issue: - SEC Sanctions 10 Companies for Disclosure Failures Surrounding Financing Deals and Stock Dilution - Delaware Court of Chancery Rejects Entire Fairness Review in Absence of Conflicted...more

11/10/2014 - CFTC Compliance Dilution Disclosure Requirements Enforcement Enforcement Actions FCMs Financing FINRA Mutual Funds NFA Recordkeeping Requirements SEC UK Virtual Currency

Delaware Court of Chancery Rejects Controlling Stockholder Claims and Applies Business Judgment Rule to Merger Suits

In In re KKR Financial Holdings LLC Shareholder Litigation, C.A. No. 9210 (Del. Ch. Oct. 14, 2014), the Delaware Court of Chancery dismissed a shareholder derivative suit brought by shareholders of KKR Financial Holdings LLC...more

10/28/2014 - Breach of Duty Business Judgment Rule Controlling Stockholders Derivative Suit Shareholder Litigation Shareholders Stock-for-Stock Merger

Corporate and Financial Weekly Digest - Volume IX, Issue 42

In this issue: - Delaware Court of Chancery Rejects Controlling Stockholder Claims and Applies Business Judgment Rule to Merger Suits - FINRA Remarks at the National Society of Compliance Professionals...more

10/27/2014 - AIFM Business Judgment Rule CFTC Enforcement Actions ETFs FINRA High Frequency Trading IOSCO Private Funds SEC Shareholder Litigation Shareholders

ISS Releases 2015 Draft Voting Policy Changes for Comment

On October 15, Institutional Shareholder Services (ISS), a leading proxy advisory firm, released for comment draft voting policy changes for 2015. The two significant proposals that would impact US companies are as follows...more

10/21/2014 - Board of Directors Incentive Stock Options ISS Proxy Voting Guidelines Public Comment Shareholders

Corporate and Financial Weekly Digest - Volume IX, Issue 41

In this issue: - ISS Releases 2015 Draft Voting Policy Changes for Comment - SEC Investor Advisory Committee Releases Recommendations on Changes to Accredited Investor Definition - FINRA Proposes to...more

10/20/2014 - Accredited Investors CFTC Disclosure Requirements EU European Commission FINRA ISS Prudential Regulation Authority Rulemaking Process SEC

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 Bitcoins CBOE CFPB CFTC Commodity Pool Compliance CPO Cross-Border Exclusive Jurisdiction False Claims Act FINRA Forum ISDA JOBS Act Jurisdiction OTC Regulation M Regulation Z SEC Security-Based Swaps Swap Dealers Swaps UK

Delaware Fee-Shifting Legislation Delayed

In the face of opposition from business organizations, the Delaware legislature has deferred consideration, likely until the beginning of 2015, of proposed legislation (discussed in the Corporate and Financial Weekly Digest...more

7/1/2014 - ATP Tours Bylaws Delaware General Corporation Law Fee-Shifting Statutes Proposed Legislation

Corporate and Financial Weekly Digest - Volume IX, Issue 26

In this issue: - Delaware Fee-Shifting Legislation Delayed - SEC Orders Securities Exchanges and FINRA to Develop Tick Size Pilot Plan - CFTC Extends Relief to FCMs from Certain Commingling...more

6/30/2014 - CFTC FCMs Fee-Shifting Statutes FINRA Fraud-on-the-Market Halliburton v Erica P. John Fund NFA No-Action Letters SCOTUS SEC Securities Securities Fraud Shareholder Litigation Shareholders Swap Dealers Swaps

Corporate and Financial Weekly Digest - Volume IX, Issue 17

In this issue: - Proposed Amendments to Delaware General Corporation Law and Courts and Judicial Procedure Law - SEC Division of Corporation Finance Issues New C&DIs Relating to Social Media Use - FINRA...more

4/29/2014 - CFTC Clickwrap Agreements Compliance Delaware General Corporation Law Dodd-Frank Enforcement FINRA Foreign Exchanges No-Action Letters Recordkeeping Requirements Reporting Requirements SEC Swaps

SEC Roundtable Discusses Current Securities Law Topics at 33rd Annual Ray Garrett Jr. Corporate and Securities Law Institute

On May 2, Lona Nallengara and Shelley E. Parratt, the acting director and the deputy director, respectively, of the Securities and Exchange Commission’s Division of Corporation Finance, participated in a roundtable...more

5/15/2013 - Conflict Mineral Rules Investigations Regulation FD Roundtable Rulemaking Process SEC Securities Exchange Act

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