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Massachusetts Supreme Judicial Court Clarifies the Requirements for Shareholder Inspection Demands

In Chitwood v. Vertex Pharm. Inc., SJC-12101 (March 20, 2017), the Massachusetts Supreme Judicial Court (SJC) provided important guidance on the scope of the Massachusetts shareholder inspection statute, Mass. G.L. 156D §...more

This Week in FCPA-Episode 45-the Compliance is Good for Business Edition [Video]

In this episode, Jay and I have a wide-ranging discussion on why good compliance is good for business. We discuss: 1. LRN Ethics and Compliance Program Effectiveness Report. 2. Ethisphere’s 2017 World’s Most Ethical...more

Hague Securities Convention to Enter Into Effect in the United States - Choice of Law in Respect of Securities Held by...

On April 1, 2017, the Hague Securities Convention — or by its actual name, the Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary — will enter into effect in the United...more

This Week In Securities Litigation

The number of settlements in securities class actions increased last year, according to Cornerstone Research. That fact, along with a finding that the amount of those settlements also increased, is detailed in the firm’s...more

Equity Incentives Update - Spring 2017

Welcome to issue 1 of our Equity Incentives Update, dedicated to keeping companies informed about legal and regulatory developments affecting share-based incentives. In this issue we cover... Please see full...more

Want To File A Derivative Suit? You May Soon Be Required To Read Statutes

I have been writing recently about SB 203, a bill that is now pending in the Nevada legislature. As introduced, the bill would, among other things, require the following...more

Day 18 of One Month to a Operationalizing Your Compliance Program-Through Management of 3rd Party Relationships [Video]

The Department of Justice Evaluation of Corporate Compliance Programs states, in Prong 10, Third Party Relationships: Management of Relationships – How has the company considered and analyzed the third party’s incentive...more

Financial Services Quarterly Report First Quarter 2017: SEC Approves New Continued Listing Standards for ETFs

Since their U.S. introduction in 1993, exchange-traded funds (ETFs) – which have grown to over 1,800 products with holdings of over $2.7 trillion1 – have operated under exemptive relief from many of the Securities and...more

Nevada Legislature Ponders Rejection Of Unocal And Revlon Standards

Thirty years ago, the Delaware Supreme Court issued two seminal opinions concerning how courts ought to review director decisionmaking in merger and acquisition transactions. In the first case, Unocal Corporation v. Mesa...more

SEC Proposes Inline XBRL Filing of Tagged Data

On March 1, 2017, the Securities and Exchange Commission (SEC) published for comment a proposed rule requiring the use of the Inline eXtensible Business Reporting Language (XBRL) format for the submission of operating company...more

Everything Compliance-Episode 9, DOJ Evaluation of Corporate Compliance Programs, Part II [Video]

This episode is dedicated to the Justice Department’s Evaluation of Corporate Compliance Programs, which was released in February. In this episode, Jay Rosen and Jonathan Armstrong provide next insight. Listen to last week’s...more

"Key Takeaways: Lessons Learned From Tax-Related Whistleblower Litigation and Shareholder Actions"

On March 8, 2017, Skadden hosted a webinar titled “Lessons Learned From Tax-Related Whistleblower Litigation and Shareholder Actions.” The Skadden panelists were tax partners Nathaniel Carden and Armando Gomez, and litigation...more

Boardroom Perspectives: How Directors Can Use Sustainability to Drive Value

Boards frequently encounter sustainability and other environmental, social and governance (ESG) issues in the oversight of a company’s operations, management, financial reporting and public disclosure. Investors increasingly...more

Foreign Private Issuers May Begin Submitting Their Financial Statements in XBRL

On March 1, 2017, the Securities and Exchange Commission (SEC) provided notice that the International Financial Reporting Standards (IFRS) taxonomy has been published on the SEC’s website as provided for by the EDGAR Filer...more

"Key Takeaways: Corporate Governance Series — Key Trends in Executive Compensation, Employment Law and Compensation Committee...

On February 28, 2017, Skadden hosted a webinar titled “Key Trends in Executive Compensation, Employment Law and Compensation Committee Practices.” The Skadden panelists were labor and employment law partner David Schwartz,...more

Updates on Public Company GMS and shareholders reporting

On March 14, 2017, the Indonesian Financial Services Authority (Otoritas Jasa Keuangan or "OJK") issued two regulations impacting voting rights at a General Meeting of Shareholders of Public Companies ("GMS") and transparency...more

"SEC Adopts Rules Requiring Hyperlinks to Exhibits"

On March 1, 2017, the U.S. Securities and Exchange Commission (SEC) adopted final rules requiring issuers to include hyperlinks to exhibits listed in the exhibit index. The rules apply to most registration statements and...more

Ontario court clarifies dissent procedure in arrangement transaction

A recent Ontario decision shines a light on the ability of shareholders to dissent in respect of a corporate transaction. This right, also known as an appraisal remedy, allows shareholders opposed to a business deal to opt...more

Non-Use Agreement Need Not Precede Disclosure of Confidential Information

A Pennsylvania federal court held yesterday that an agreement not to use confidential inside information for trading purposes need not precede the receipt of that information in order to create liability under the...more

TSX - Skirting the Rules No Longer - TSX provides guidance on the use of "exceptional circumstances" in issuer majority voting...

On March 9, 2017, the Toronto Stock Exchange (TSX) issued Staff Notice 2017-001 (the Staff Notice), which provides guidance on the TSX's majority voting requirement and the use of advance notice policies for director election...more

Canadian Securities Administrators provide guidance on use of social media by reporting companies

The rule of timely disclosure in Canada is, in essence, that a reporting (public) company must make significant information about itself available to the investing public on a timely and equal basis. The primary resultant...more

Securities Class Action Settlements: Dollars, Numbers Are Up

The trends in securities class actions are up. The number of cases filed last year was up as previously reported. The number of settlements in 2016 was up. The amount of those settlements was up. The number of mega...more

FCPA Compliance Report-Episode 316-Kristy Grant-Hart & a debate on ISO 37001 Certification [Video]

In this episode Kristy Grant-Hart, author of How to be a Wildly Successful Compliance Officer, joins me to debate the merits of the ISO 37001 certification. I think the process is worse than useless while Kristy believes it...more

FCPA Compliance Report-Episode 317-Susan Divers on LRN 2016 Compliance Program Effectiveness Report [Video]

In this episode, I visit with Susan Divers on the recently released LRN Ethics and Compliance Program effectiveness report. ...more

Eastern District Of New York Dismisses Securities Class Action, Finding That Online Marketplace Did Not Mislead Investors During...

On March 16, 2017, District Judge Ann M. Donnelly of the United States District Court for the Eastern District of New York dismissed with prejudice a putative class action against Etsy, Inc., its CEO, CFO, certain of its...more

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