CorpCast Episode 2: Advancement 101
CorpCast Episode 1: Sections, 204, 205 and In re Numoda
Are there drawbacks to positive thinking in legal transactions?
Homebuilder Series Webinar: Fiduciary Duties & Auditor Liability
FCPA Compliance and Ethics Report Episode 129-Judge Rakoff, Judge Leon and Individual Prosecutions Under the FCPA
Why Every Day Is Proxy Season for Public Companies
Do Employers Have to Pay For All Time Worked?
Do I need an attorney if I am buying or selling a business?
Corcoran: Infighting on Compensation Costs BigLaw Time and Money
Conducting Corporate Internal Investigations
Zimmermann: "Two Class" Partnership Culture Emerging in BigLaw
Appel: Corporate Inversions Could Mean Big Tax Bills For Shareholders
Hedge Funds Word of the Day™ – Accelerated Share Repurchase
Data Privacy: The Next Frontier of Corporate Compliance
Planning For The Exit – What’s Your Exit Strategy?
Hedge Funds Word of the Day™ – CFTC
What are the Implications of Alice v. CLS?
What Questions CEOs and Board Members Should Be Asking Themselves About Tax Inversions
Hedge Funds Word of the Day™ – Derivative
Legal Considerations for Web-Based Start-Ups
After seeking comments last fall, the Securities and Exchange Commission (“SEC”) recently approved the Financial Industry Regulatory Authority’s (“FINRA”) proposed rule governing member firms’ verification and investigation...more
The U.S. Supreme Court ruled today that a statement of opinion in a registration statement cannot be actionable as a misstatement of fact under § 11 of the Securities Act of 1933 if the issuer actually believed the opinion...more
PitchBook recently released its 1H 2015 VC Valuations and Trends Report that breaks down over 20,000 valuations of private company financings and exits over the past 10 years. The report shows continued increase in median...more
China’s recently announced plan to restructure and consolidate its state-owned enterprises (SOEs) focuses on bolstering the private sector of its economy and creating economies of scale to allow Chinese companies to better...more
The Securities and Exchange Commission (SEC) announced on March 13, 2015, that it had charged eight officers, directors and major shareholders for failing to file amendments to their Schedule 13Ds to disclose steps to take...more
A recent Eleventh Circuit case examines equity shareholders’ role (or lack thereof) in a reorganized entity. Vision-Park Properties owned an equity share of Seaside Engineering & Surveying, Inc. Seaside filed for Chapter 11...more
OSC Investor Advisory Panel annual report.
The Ontario Securities Commission (OSC) Investor Advisory Panel submitted its 2013-14 annual report. The report summarizes the Panel’s current activities and priorities as well...more
On March 12, 2015, SEC Chair Mary Jo White gave a speech at the Corporate Counsel Institute at Georgetown University that shed light on disqualifications, exemptions, and waivers under the federal securities laws. Most...more
In December, we reported on the Delaware Court of Chancery’s continued validation of board-adopted forum-selection bylaws in City of Providence v. First Citizens BancShares, Inc., 99 A.3d 229, 234 (Del. Ch. 2014), and the...more
The Corporation Law Section of the Delaware State Bar Association recently approved amendments to the General Corporation Law of the State of Delaware (the “Proposed DGCL Amendments”), which would prohibit Delaware stock...more
It is exciting to have people willing to invest money into your company. But before you sell any equity to friends, family or others, consider whether they are "accredited investors." ...more
As discussed in prior posts, an asset sale transfers only the assets of the business, whereas a stock sale transfers some or all of the ownership interest in the business as well as its obligations and liabilities....more
Corporations Code Section 25501.5 generally authorizes an action for rescission (or damages, if the security is no longer owned) by any person “who purchases a security from or sells a security to a broker-dealer that is...more
The validity of corporate bylaws providing for fee-shifting in lawsuits brought by shareholders has become a hot topic in the shareholder litigation landscape. In the wake of the Delaware Supreme Court’s 2014 decision in ATP...more
Today, SEC Chair Mary Jo White spoke at Tulane’s Corporate Law Institute, sharing her observations on the current state of shareholder activism, the shareholder proposal process and fee-shifting bylaws. ...more
In remarks at a conference attended by M&A professionals, SEC Chair White gave her views on fee shifting bylaws. Currently the SEC staff is focused on making sure the disclosures in company filings about its fee shifting...more
In this interesting order affirming a Chancery decision, the Supreme Court went out of its way to make a point. A stockholder suit alleging that the board breached a stock option plan may state a claim for breach of contract...more
It is well settled that stockholders of Delaware companies generally have the right to inspect the company's books and records upon the showing of a proper purpose. However, as demonstrated in the Court of Chancery's decision...more
On 12 March 2015 the Pre-emption Group published a revised version of its Statement of Principles for Disapplying Pre-emption Rights (“Pre-emption Principles”). This update is the first new version of the Pre-emption...more
The Opinions Committee of the Business Law Section of the California State Bar recently published a sample opinion for venture capital financing transactions. In a sad testament to the lowly status of the California General...more
Although not normally regarded as being in the first tier of traditional offshore jurisdictions, 2015 is shaping up to be an exciting year for financial services in Anguilla (or “British Anguilla”, as it sometimes likes to...more
In a May 12, 2014 ruling, one week before the scheduled start of trial, United States Magistrate Judge K. Nicole Mitchell granted Summary Judgment to AXIS Insurance Company finding that the insured's settlement with its...more
In a case just decided, Strougo v. Hollander, C.A. No. 9770-CB (Del. Ch. Mar. 16, 2015), the Delaware Chancery Court addressed the issue of whether the timing of adoption affects the enforceability of a unilaterally adopted...more
I will use Agatha Christie’s short story The Companion as the introduction to today’s blog post. This story, related by one of the Tuesday story-telling group of detective aficionados, Dr. Lloyd, and is about two people who...more
There have been several recent Delaware court decisions and much commentary regarding the enforceability of bylaw provisions that establish rules governing stockholder litigation, including fee-shifting provisions and forum...more
Find a Business Organization Author »
Back to Top