What is a hostile work environment?
CorpCast Episode 8: The Controlling Stockholder
From Behind the Bribe: The Sharp End of Compliance
Strong Market Outlook Drives Growth of Philippine Companies
Why do we have to go to mediation?
FCPA Compliance and Ethics Report-Episode 178-Ben Locwin on Risk Assessments
Do I need an expert witness in my case?
Marketing to Millennials
CorpCast Episode 7: Better Know a Judge: the Honorable Mary M. Johnston of the Delaware Superior Court
Top Three Cybersecurity Misconceptions
Preparing a Company to Deal With Activist Investors
How can someone prepare for the first meeting with an attorney?
CorpCast Episode 6: A Brief Introduction to the Delaware Rapid Arbitration Act
The Intersection of Cyber and D&O Coverage
Talking PTAB with Bob Steinberg
Is Private/Non-Profit D&O Coverage Under Priced?
CorpCast Episode 5: The eDiscovery Big Picture
BakerHostetler Attorneys James Mastracchio and Jay Nanavati Discuss Global Tax Enforcement
Richard Bistrong Weighs in on the FIFA Scandal and Takedowns
Meritas Capability Webinar - Avoiding Common Mistakes Companies Make When Operating a Business Aircraft
Please join us for Nossaman LLP's 2nd Annual West Coast Ambulatory Surgery Center Seminar and learn from seasoned industry experts the key strategies for successfully navigating healthcare's rocky shores relating to ASCs,...more
News from the Courts -
Delaware Chancery Court Finds That Dispute Over Accounting Methodology Is Subject to Arbitration Procedures -
Post-closing purchase price and working capital adjustments are common in...more
Recently enacted amendments to the Delaware General Corporation Law will prohibit the certificates of incorporation and bylaws of Delaware corporations from including "loser pays" litigation provisions with respect to...more
The MAS Consultation Paper is proposing to update parts of the Singapore Code on Take-Overs and Mergers in view of market innovations and evolving international practices.
On 6 July, the Securities Industry Council...more
To obtain appraisal rights following a merger a stockholder needs to continuously hold her stock through the merger date. But as this decision holds (and is almost certain to be appealed as the Court has itself invited),...more
Advancement provides corporate officials with immediate interim relief from the personal out-of-pocket financial burden of paying the significant ongoing expenses inevitably involved with defending investigations and legal...more
Thus, it turns out differently from the recent decision in the Owen v. Cannon litigation because, as the Court explained, the facts are different, particularly when as here the merger price had all indications of being fairly...more
Federal Law No. 2 of 2015 (the New Commercial Companies Law, (NCCL)) was issued and contained in Federal Gazette No. 577 with the publication date of 31 March 2015. As such the new law comes into effect three months from the...more
On Tuesday, a federal judge issued an injunction blocking the Sysco – US Foods (“USF”) merger pending further administrative review by the FTC. The move, which ended Sysco’s acquisition plans, represents a decisive victory...more
Small businesses are often regarded as the catalyst for economic growth in the United States. Small businesses account for the creation of two-thirds of all new jobs, and are the incubators of innovation. The majority of...more
Canadian M&A practitioners are increasingly using representation and warranty (R&W) insurance as a competitive tool in deal negotiations. The insurance, which provides coverage for breaches of a seller’s representations and...more
District court dismisses breach of contract and breach of guaranty claims in first amended complaint against Warner Bros. based on Oscar-winning motion picture "Gravity," holding that plaintiff Terry Gerritsen, author of...more
On 5 May 2015 the President signed the Law of the Republic of Kazakhstan “On Introduction of Amendments and Additions to Certain Legislative Acts of the Republic of Kazakhstan on Natural Monopolies and Regulated Markets” No....more
A New York man has agreed to pay almost $4.5 million to settle charges by the SEC that he violated Section 15(a) of the Exchange Act by acting as an unregistered broker-dealer. According to the SEC, starting in 2010 Joshua A....more
The 78th Session of the Nevada Legislature made a number of changes to provisions of Title 7 of the Nevada Revised Statutes (NRS) governing business entities, including corporations, limited liability companies and limited...more
What Revlon Doesn't Require
- Two decisions by the Delaware courts (In re Family Dollar Stores, Inc. and C&J Energy Services Inc. v. City of Miami General Employees' and Sanitation Employees' Retirement Trust have more...more
On June 24, 2015, Delaware Governor Jack Markell signed into law Senate Bill No. 75, which makes a number of noteworthy changes to the Delaware General Corporation Law (“DGCL”) effective August 1, 2015....more
On May 15, the Ninth Circuit declined to recognize a duty to correct prior representations under §§ 10(b) and 20(a) of the Securities Exchange Act of 1934, affirming the Northern District of California’s dismissal of a...more
Due diligence on third parties, business partners and potential acquisition targets is essential in order to effectively manage corruption-related risk. With the majority of FCPA enforcement activity in recent years focused...more
In a statement that would mark a stark change in approach, an IRS official recently indicated that the IRS may begin requiring that companies seeking to effect tax-free spinoffs conduct active businesses that represent a...more
In the world of securities and corporate governance litigation, we are always in the middle of a reform discussion of some variety. For the past several years, there has been great focus on amendment of corporate bylaws to...more
In this appeal of a post-trial bench decision by the Court of Chancery, the Delaware Supreme Court affirmed the Court of Chancery’s finding that a buyer did not breach an earn-out provision in a merger agreement.
In this episode I visit with Gini Dietrich, on how to create a MasterClass....more
A recent decision by the Delaware Supreme Court provides independent directors, such as special committee members, with the ability to escape protracted fiduciary duty litigation during its initial stages. The court’s...more
On May 14, 2015, the Delaware Supreme Court ruled that claims against independent directors must be dismissed when a company charter provision shields directors from monetary liability for breach of the duty of care and the...more
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