William Lawlor

William Lawlor

Dechert LLP

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SEC and Activist Investors Reach Settlement over Disclosure Violations

The U.S. Securities and Exchange Commission and a group of activist investors settled claims that the group failed to adequately disclose information during campaigns to exert influence over public companies....more

3/7/2017 - Acquisitions Activist Investors Civil Monetary Penalty Disclosure Requirements Enforcement Actions Failure To Disclose Publicly-Traded Companies Registered Investment Advisors Schedule 13D SEC

Developments in Disclosure of Financial Advisor Fees in M&A Transactions

Recent developments, including the U.S. Securities and Exchange Commission settlement with CVR Energy and related SEC Staff guidance, reinforce a trend towards more extensive disclosure of financial advisor fees in M&A...more

3/4/2017 - Acquisitions Board of Directors Cease and Desist Orders Conflicts of Interest Delaware General Corporation Law Disclosure Enforcement Actions Fees Financial Adviser Mergers Schedule 14D-9 SEC Shareholders Tender Offers

SEC and Drugmaker Allergan Reach Settlement over M&A Disclosure Violations

The U.S. Securities and Exchange Commission and drugmaker Allergan settled claims that Allergan failed to disclose negotiations with third parties following the announcement of a hostile tender offer by Valeant and co-bidder...more

1/23/2017 - Acquisitions Allergan Inc Cease and Desist Civil Monetary Penalty Corporate Counsel Disclosure Requirements Enforcement Actions Failure To Disclose Hostile Takeover Mergers Negotiations Pharmaceutical Industry Popular Publicly-Traded Companies Schedule 14D-9 SEC Shareholder Rights Tender Offers

SEC Proposes Amendments to Require Use of Universal Proxy Cards

The U.S. Securities and Exchange Commission, in a 2-1 vote1, proposed amendments on October 26, 2016 to the proxy rules that would require public companies to include director candidates nominated by a dissident shareholder...more

10/28/2016 - Board of Directors Contested Elections Director Nominations Dissident Shareholders Proposed Amendments SEC Shareholder Votes Universal Proxy Cards

New SEC Guidance Makes Excluding Shareholder Proposals More Difficult

In Staff Legal Bulletin 14H released on October 22, 2015, the staff of the SEC’s Division of Corporation Finance weighed in on two important means by which a company may exclude a shareholder proposal from company proxy...more

10/27/2015 - Corporate Counsel Exclusions New Guidance Ordinary Course of Business Defense SEC Shareholder Proposals Wal-Mart Whole Foods

Proxy Access - Recent Developments

Recent activity by shareholder governance advocates and the SEC has thrust proxy access back into the spotlight. Here we provide a brief refresher on proxy access and our thoughts on recent developments....more

2/10/2015 - Corporate Governance Dodd-Frank Popular Proxy Access Rule SEC Shareholder Activism Shareholder Proposals Shareholders Whole Foods

Leading Cases in Pennsylvania Takeover Case Law: You’re Not in Delaware Anymore

Presented below is a brief survey of leading cases interpreting Pennsylvania corporate law in situations involving takeovers, proxy fights or other matters affecting corporate changes of control. This summary is by no means...more

3/6/2014 - Change of Ownership Fiduciary Duty Poison Pill Proxy Contests Takeover Code

New ISS Position on Third Party Compensation Director Disqualification Bylaws in the US

In connection with the upcoming annual meeting of Provident Financial Holdings, Inc., the Proxy Advisory Services arm of Institutional Shareholder Services has recommended that Provident Financial’s stockholders withhold...more

11/22/2013 - Bylaws Compensation Committee Corporate Counsel Corporate Governance Executive Compensation ISS

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