On January 4, the Delaware Chancery Court issued a second decision suggesting that SPAC sponsors and directors proceed with care in connection with de-SPAC transactions (and potentially future SPAC formation). As a result of...more
On October 26, the Securities and Exchange Commission (SEC) adopted long-delayed rules which will require companies to implement mandatory "clawback" policies with respect to incentive-based compensation if the company's...more
11/18/2022
/ Board of Directors ,
Clawbacks ,
Corporate Officers ,
Directors ,
Dodd-Frank ,
Executive Compensation ,
Former Directors ,
Incentive Compensation ,
Proposed Regulation ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholders
On October 22, the Securities and Exchange Commission’s Division of Corporation Finance (Division) issued Staff Legal Bulletin No. 14H (SLB 14H), which (1) sets forth a new standard for determining when a shareholder proposal...more
SEC/CORPORATE -
ISS Releases 2016 Draft Voting Policy Changes for Comment -
On October 26, Institutional Shareholder Services (ISS), a leading proxy advisory firm, released for comment draft voting policy changes...more
11/2/2015
/ Banking Examinations ,
Board of Directors ,
CFTC ,
Clearing Agencies ,
Derivatives Clearing Organizations ,
Directors ,
Federal Reserve ,
Financial Conduct Authority (FCA) ,
HMRC ,
Institutional Shareholder Services (ISS) ,
Publicly-Traded Companies ,
Registration Requirement ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Senior Managers Insurers Regime (SMIR) ,
Shareholder Proposals ,
Shareholders
A recent opinion by the US District Court for the Southern District of New York denying a motion to dismiss “short-swing” profit claims under Section 16(b) of the Securities Exchange Act of 1934 against members of an alleged...more
On March 13, the Securities and Exchange Commission charged eight officers, directors and major shareholders for failing to update material changes in their stock ownership disclosures on Schedule 13D in connection with...more
The Securities and Exchange Commission has announced that it will host a roundtable on February 19 on ways to improve the proxy voting process, with a focus on universal proxy ballots and retail (non-institutional)...more
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
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 ,
Fee-Shifting ,
Financial Industry Regulatory Authority (FINRA) ,
Fraud-on-the-Market ,
Futures Commission Merchants (FCMs) ,
Halliburton v Erica P. John Fund ,
NFA ,
No-Action Letters ,
SCOTUS ,
Securities ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Shareholder Litigation ,
Shareholders ,
Swap Dealers ,
Swaps
In Hamilton Partners, L.P. v. Highland Capital Management, L.P., the Delaware Court of Chancery denied a motion to dismiss breach of fiduciary duty claims brought by former stockholders of American Home Patient, Inc. (AHP)...more
In this issue:
- Delaware Court of Chancery Rules That a Major Debt Holder and 48 Percent Stockholder Is a Controlling Stockholder and Owes Fiduciary Duties to Minority Stockholders
- Delaware Court of Chancery...more
6/23/2014
/ Compliance ,
Controlling Stockholders ,
Cross-Border ,
Debt ,
Debtors ,
Disclosure Requirements ,
Fiduciary Duty ,
Financial Industry Regulatory Authority (FINRA) ,
Fraud ,
Futures Commission Merchants (FCMs) ,
Investment Adviser ,
Minority Shareholders ,
Real Estate Market ,
Securities and Exchange Commission (SEC) ,
Shareholder Litigation ,
Shareholders ,
Swaps
In Kahn v. M&F Worldwide Corp., the Delaware Supreme Court unanimously upheld the Chancery Court’s decision in In re MFW Shareholders Litigation. In that decision, the Chancery Court had granted summary judgment in favor of...more
In this issue:
- Delaware Supreme Court Upholds Chancery Court Ruling that Applied Business Judgment Rule to Going Private Transaction with Controlling Stockholder
- Amendments to Uniform Branch Office...more
3/24/2014
/ CFTC ,
Controlling Stockholders ,
Corporate Counsel ,
Discrimination ,
Employer Liability Issues ,
Financial Industry Regulatory Authority (FINRA) ,
MFW ,
Race Discrimination ,
Registration ,
Securities and Exchange Commission (SEC) ,
Shareholder Litigation ,
Shareholders ,
Swaps
In this issue:
- FTC Announces New Filing Thresholds for Hart-Scott-Rodino Pre-Merger Notifications
- SEC Division of Corporation Finance Issues Three C&DIs Relating to “Unbundling Rule”
- NFA Members...more
2/4/2014
/ Bitcoin ,
Bundling Rules ,
CFTC ,
Derivative Suit ,
Federal Trade Commission (FTC) ,
FinCEN ,
Hart-Scott-Rodino Act ,
Insider Trading ,
NFA ,
Pre-Merger Filing Requirements ,
Securities and Exchange Commission (SEC) ,
Shareholder Litigation ,
Shareholders ,
The Clayton Act ,
Virtual Currency
Effective as of August 1, 2013, the Delaware legislature adopted several significant amendments to the Delaware General Corporation Law (DGCL). ...more
Institutional Shareholder Services (ISS) recently announced that, effective in late February or early March, it is replacing its Governance Risk Indicators (GRId) database with the new ISS Governance QuickScore (QuickScore),...more