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 SoundCloud & Wunderlist: How Berlin plans to grow its startup scene
Hedge funds word of the day™ – Big Boy Letter
How Leading Philippine Companies are Using Bonds to Their Advantage
Hedge Funds Word of the Day™ – 10b5-1 Plan
Private Equity's Inversion Excursion: Pepper Hamilton Talks Tax With the Deal
In today’s litigious world, it is all too common for a disgruntled former business partner to file a lawsuit based on legally weak, if not outright frivolous, claims of wrongdoing. One common reaction is to fight fire with...more
Although the question presented in Prazen v. Shoop was limited to the field of public pensions, the case presented interesting aspects of fiduciary law and statutory construction as well. The question in Prazen was whether...more
Yesterday, a panel of the California Court of Appeal added to the growing list of opinions rejecting suits triggered by failed say-on-pay votes. Some may be surprised that this case, which involves a Delaware corporation,...more
Recently, I came across the following assertion:
First, other than the recent aberration of Poggetto v. Switzer , the BJR has never been applied to officers in California....more
Memo to Managers -
Insider Trading Misconception -
A common misconception among employees is that insider trading is only an issue for senior executives, because employees at lower levels don’t have access to...more
On June 13, 2013, the Securities and Exchange Commission announced the settlement of administrative proceedings against Revlon, Inc. In the settlement order, the SEC asserted that the company hid information regarding a 2009...more
Earlier this week, the Ninth Circuit Court of Appeals ruled in Harris v. Amgen that an ERISA pension plan fiduciary is not protected from liability under the “presumption of prudence” for company stock investments where the...more
A decision issued yesterday by the Ninth Circuit Court of Appeals illustrates the peril that can inhere in offering a company stock alternative in a plan governed by the Employee Retirement Income Security Act (ERISA). ...more
Early Lessons From the 2013 Proxy Season -
As Skadden monitors the initial weeks of the 2013 proxy season, we are seeing the following preliminary trends:
Vote Results -
Of the first 279 companies of the...more
The District Court for the Northeastern District of Illinois recently granted a Rule 12(b)(6) motion to dismiss an action styled Noble v. AAR Corp. The plaintiff alleged that the company failed to provide adequate...more
In this case, a corporate successor, Central Trust Investment Company (hereafter also "Central Trust") sued the former employee (Kennedy) of its acquired company, Springfield Trust & Investment Company (hereafter also "STC"),...more
As the 2013 proxy season is now underway, companies should be aware of the recent wave of lawsuits alleging breaches of fiduciary duties by management and directors in connection with compensation-related decisions. These...more
Employers have a lot on their plates for 2013 based on employment law developments during 2012. Here’s a short list of some issues that need to be addressed. It is not a comprehensive listing but offers highlights in certain...more
California legislators have been active passing several employment law bills that impact local businesses in recent months. Here’s a recap of some with brief summaries. Legal counsel should be sought for a complete...more
Sometimes employers can’t see the forest from the trees. This is often the case when it comes to the work environment, including workplace policies, and their impact on employee productivity and retention.
In the rush to...more
Most employment agreements in California are for at-will employment. This means that the employer can terminate the employee at any time, with or without cause, so long as termination is not for a reason otherwise unlawful...more
A recent decision by the Sixth Circuit Court of Appeals held that a nurse’s claim for unpaid wages attributed to working during unpaid meal breaks, did not violate the Fair Labor Standards Act (“FLSA”). White v. Baptist...more
Corporations, Limited Liability Companies (LLCs) and sole proprietorship companies are sometimes big and sometimes small. No matter the size, having an established relationship with an attorney can have significant and...more
California has been a haven for plaintiffs’ attorneys suing for ADA (American With Disabilities Act) violations because of existing law that provided up to $4000 in statutory damages, along with attorneys fees for every...more
If your company rounds employee work time up or down as part of its record keeping and time tracking procedures for calculating hours and pay, a recent
California appellate court provided additional support for the...more
Small businesses can benefit from operating as corporations. If a small business is not a corporation it is most likely operating as a sole proprietor (one person) or partnership (two or more owners).
But neither a sole...more
A bill currently winding its way through the California Legislature would limit the ability of an employer to request that an employee provide access to the employee’s personal social media accounts.
AB 1844 “would...more
The US Supreme Court recently declined to review the “stock drop” cases decided late last year by the US Court of Appeals for the Second Circuit involving Citigroup and McGraw-Hill. Patrick L. Gearren, et al. v. The...more
Five days away from email equals less stress.
This may sound obvious, but that was the conclusion of a recent study that took away email from thirteen civilian workers at an Army facility outside Boston, according to a...more
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