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Business Organization Updates

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Delaware Court Of Chancery Recommends Limiting The Preclusive Effect Of Prior Decisions On Demand Futility In Derivative Lawsuits ...

by Shearman & Sterling LLP on

On July 25, 2017, Chancellor Andre G. Bouchard of the Delaware Court of Chancery issued a supplemental opinion, responding to a remand order from the Delaware Supreme Court, in which Chancellor Bouchard recommended that the...more

Two Recent Decisions Demonstrate Continued Disagreement Over Whether Economic Value or Face Amount of Liens Is Appropriate Metric...

by Jones Day on

The ability of a trustee or chapter 11 debtor in possession ("DIP") to sell bankruptcy estate assets "free and clear" of liens on the property under section 363(f) of the Bankruptcy Code has long been recognized as one of the...more

Delaware Supreme Court Reverses And Remands Appraisal Award But Rejects Bright-Line Presumption In Favor Of Deal Price

by Shearman & Sterling LLP on

On August 1, 2017, the Delaware Supreme Court, in an opinion by Chief Justice Leo E. Strine, Jr., reversed and remanded an appraisal ruling that had determined the buyout of DFC Global Corporation (“DFC”) by private equity...more

Government Dismisses All Charges In Benjamin Wey Securities Fraud Case After U.S. District Judge Suppresses All Evidence Obtained...

by Shearman & Sterling LLP on

On August 8, 2017, the Government moved to dismiss all charges against Benjamin Wey, the CEO of New York Global Group charged with securities fraud, wire fraud, conspiracy, and money laundering. United States District Court...more

AFRICA - A Legal Guide for Business Investment and Expansion: Tanzania

1 .What role does the government of the United Republic of Tanzania play in approving and regulating foreign direct investment? The government plays an active role in approving and regulating foreign direct investment....more

Announcement Clarifies Regulatory Position on Digital Token Offerings in Singapore

by Jones Day on

In the wake of a recent increase in the number of initial coin (or token) offerings ("ICOs") in Singapore as a means of raising funds, as well as announcements from other concerned regulators, including in the United States,...more

Bridging the Week - August 2017 #2

Trader’s Spoofing Conviction and Sentence Upheld by Federal Appeals Court: Last week, a three-judge Federal Court of Appeals panel in Chicago unanimously upheld Michael Coscia’s criminal conviction and sentencing for...more

Seventh Circuit Upholds First Spoofing Conviction Against High-Frequency Trader

by Shearman & Sterling LLP on

On August 7, 2017, the Seventh Circuit upheld the conviction of Michael Coscia, founder of Panther Energy Trading LLC, for a market manipulation tactic known as “spoofing,” under Section 6c(a)(5)(C) and 13(a)(2) of the...more

The Guide to Social Media and the Securities Laws

The growing use of social media has created challenges for federal securities regulators, who must enforce antifraud rules that were written at a time when the prevailing technology was the newspaper. This Guide...more

New partnership audit rules can apply to partnerships, LLCs with only a few partners, members

by Thompson Coburn LLP on

Effective in 2018, changes in partnership audit rules may apply the following (and other) consequences to partnerships (including LLCs taxed as such)...more

Blockchain's Steady March to Legitimacy

by White & Case LLP on

Four separate events during the second half of July signal that virtual currency and blockchain are steadily becoming part of mainstream financial services. The interconnected histories of Bitcoin (the most common virtual...more

SEC’s Latest Cybersecurity Risk Alert Identifies Elements of Robust Policies and Procedures

by Dorsey & Whitney LLP on

On August 7, 2017 the Securities and Exchange Committee (“SEC”) Office of Compliance Inspections and Examinations (“OCIE”) released yet another cybersecurity Risk Alert entitled, “Observations from Cybersecurity...more

Vanguard Shareholder Climate Change Proposal Withdrawn

by Dorsey & Whitney LLP on

As previously reported on this blog, Vanguard received a shareholder proposal requesting additional disclosure on its climate change voting record, and the proposal was scheduled to appear on the agenda for Vanguard’s 2017...more

What Is The Value of Cooperation With the SEC?

by Dorsey & Whitney LLP on

The Commission has long encouraged firms and individuals to cooperate with its investigations based on the promise of consideration when the action is resolved. When the resolution is reached the agency may acknowledge the...more

Court Of Chancery Rejects Merger Price As Setting Fair Value

by Morris James LLP on

ACP Master Ltd. v. Sprint Corporation, C.A. 8508-VCL (July 21, 2017, corrected Aug. 8, 2017) - This another, albeit rare, decision that demonstrates there is real risk in petitioning for appraisal. The Court found that the...more

Blog: CII Updates Its Best Practices For Proxy Access

by Cooley LLP on

As proxy access bylaws have continued to proliferate—with 60% of the S&P 500 now having adopted some form of proxy access provisions—the Council of Institutional Investors has decided that the time is right to update its 2015...more

Court Of Chancery Upholds Claim Based On Low-Ball Self Tender

by Morris James LLP on

Buttonwood Tree Value Partners L.P. v. R.L. Polk & Co. Inc., C.A. No. 9250-VCG (July 24, 2017) - This an interesting decision because it upholds a claim that the controllers of a Delaware corporation breached their...more

Court Of Chancery Protects Privilege In Books and Records Action And Addresses Corwin’s Effect On Mismanagement Investigation...

by Morris James LLP on

Salberg v. Genworth Financial Inc., C.A. No. 2017-0018-JRS (July 27, 2017) - This is an important decision for its analyses implicating the Garner and Corwin rules. The Garner rule is that, under certain narrow...more

What You Need To Know About Business Contracts

by Revision Legal on

Business Contracts 101: The Basics - When you are running your business, almost everything you do is contractual, even if you do not see yourself as making and accepting contracts. If you email over a purchase order to...more

Ninth Circuit Joins “Minority” of Courts That Allow Property to be Sold in Bankruptcy Free and Clear of Leaseholds

The Ninth Circuit recently held, in Pinnacle Rest. at Big Sky, LLC v. CH SP Acquisitions, LLC (In re Spanish Peaks Holdings II, LLC), No. 15-35572, 2017 U.S. App. LEXIS 12526, 2017 WL 2979660 (9th Cir. July 13, 2017), that a...more

Inside And Outside Reverse Veil Piercing

by Allen Matkins on

UCLA Professor Stephen Bainbridge has published several posts commenting on my post discussing Curci Invs. v. Baldwin, 2017 Cal. App. LEXIS 698. The issue in Curci was whether reverse veil piercing of a limited liability...more

Patching Up Your Information Security Review

by Morgan Lewis on

In light of recent significant ransomware cyberattacks such as the one that originated in Ukraine and quickly spread to affect hundreds of thousands of computers in more than 150 countries, we wanted to provide a few pointers...more

SEC Adopts Rules to Enhance Adviser Reporting

by Foley Hoag LLP on

Recently enacted SEC rules have imposed several amendments to Form ADV that advisers should be aware of, and which will apply to all Form ADVs filed after September 31, 2017 (for most advisers with a December 31-year end, the...more

Delaware Blockchain Law Goes into Effect

by Morgan Lewis on

On August 1, 2017, Delaware’s historic blockchain law became effective. The Delaware General Corporation Law (DGCL) has always required corporations to keep records of their stock and stockholders. Before this new law was...more

Confidentially Speaking, This Could be a Big Deal: The Commission’s Approach to Confidential Submissions

Even amidst all the other news crowding the headlines these days, it would be hard to miss the many stories discussing the U.S. initial public offering (“IPO”) market. By now, the trends are well-reported. Many promising U.S....more

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