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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

Delaware Paves the Way for the Use of Blockchain Technology

Following last May’s announcement of the “Delaware Blockchain Initiative” by former Delaware Governor Jack Markell, on March 13, 2017, the Corporate Council of the Corporation Law Section of the Delaware State Bar Association...more

Delaware Paves the Way for the Use of Blockchain Technology

Following last May’s announcement of the “Delaware Blockchain Initiative” by former Delaware Governor Jack Markell, on March 13, 2017, the Corporate Council of the Corporation Law Section of the Delaware State Bar Association...more

Blog: Just As The U.S. Seeks To Roll Back Regulations, The European Parliament Adopts New Corporate Governance Rules

Just when the U.S. is looking at how to roll back its regulations on corporations (among others), the rest of the world seems to be headed in the opposite direction. On Tuesday, the EU Parliament approved a Shareholder...more

BaFin Publishes Guidelines for Higher Administrative Fines

Guidelines indicate that violations of the German Securities Trading Act will be sanctioned more rigorously by the German federal financial supervisory authority in the future. Since July 2016, the German federal...more

Uptick In Coordinated U.S.-Brazil Anti-Corruption Enforcement

As companies expand across borders and invest more heavily abroad, foreign enforcement authorities are following the example set by the U.S. Department of Justice and the U.S. Securities and Exchange Commission in directing...more

SEC Staff Issues Guidance Update and Investor Bulletin on “Robo-Advisers”

The staff of the Division of Investment Management (Staff) of the U.S. Securities and Exchange Commission (SEC) published a Guidance Update (Guidance) on February 23, 2017, on the subject of automated investment advisers...more

NDRC’s Briefing Meeting on Increased Openness to Foreign Investment

The US-China Business Council (USCBC) hosted a meeting on March 13, 2017, with the Foreign Investment Department of the National Development and Reform Commission (NDRC). Deputy Director General LIU Hongkuan (Mr. Liu) and...more

Fun with Roth IRAs: New Sixth Circuit Decision Blesses Aggressive Tax Planning

A recent decision by the Federal Sixth Circuit Court of Appeals expands the potential for Roth IRAs to be used to protect income from corporate and shareholder level tax....more

Junior Associates Rejoice: SEC Adopts Rule and Form Amendments to Require Registrants to Hyperlink Exhibits Listed in Filings and...

One of the typical activities for junior associates in performing due diligence for M&A and securities transactions involving public companies is going through the “exhibit list” filed by the public company on its recent...more

The Financial Report, Volume 6, Number 5

Discussion and Analysis Last week, the SEC’s Office of the Investor Advocate announced that it will host an “Evidence Summit” to discuss strategies for raising retail investors’ understanding of critical investment...more

Bridging the Week - March 2017 #2

US Broker-Dealer, Its CEO and a Non-US Client Sued by SEC for Layering and Other Manipulative Schemes - Lek Securities Corporation (“LEK”), a US-registered broker-dealer and Samuel Lek, its 70 percent owner and chief...more

50/50 Ownership Relationships can be Trouble, Plan Ahead

Case Study: Trans Perfect Global, Inc. Philip Shawe v. Elizabeth Elting, Delaware Supreme Court, February 13, 2017 - TransPerfect is a successful global translation business founded by two college friends, Philip...more

Blog: SEC Committee Discusses Multi-Class Common

An interesting topic of discussion at a meeting last week of the SEC’s Investor Advisory Committee was “unequal voting rights of common stock” — the trend over the last decade (plus) for a small number of IPO companies,...more

FCPA: 2016 Year in Review & 2017 Enforcement Predictions

Bass, Berry & Sims announces the release of its "FCPA: 2016 Year in Review & 2017 Enforcement Predictions," a review of trends and developments in FCPA as well as a look ahead into what to expect for 2017. The newly released...more

Different owners within a retail park in Romania: practical aspects

Shopping centers, including retail parks, are viewed in Romania today as commercial and entertainment hubs, where shops operate together in an integrated way to offer consumers an enhanced shopping experience. Whilst this...more

Business Litigation Report - February 2017

French Anti-Corruption Law Reform - Despite signing the OECD anti-corruption Convention in 1997, France has long been perceived as lacking necessary tools for domestic and international anti-corruption enforcement,...more

Yahoo’s General Counsel Takes the Fall for Cybersecurity Breach

When news broke recently that the General Counsel for Yahoo had resigned over concerns about the company’s handling of data breaches, it highlighted the ways in which data breaches can have serious consequences for corporate...more

Investment Funds Update - Europe: Legal and regulatory updates for the funds industry from the key asset management centres and...

BaFin publishes circular on regulatory requirements to the business organization of insurance companies (MaGo) - BaFin published a circular on regulatory requirements on 25 January 2017 for the business organization of...more

Business Litigation Alert: "Legislative Update: Is There a Future to Minority Shareholder Oppression in Texas?"

“Minority shareholder oppression” is a legal claim that occurs when the majority shareholders in a closely held corporation engage in “oppressive” action that unfairly prejudices the minority shareholder’s interests. In...more

If You Lose A Minority Shareholder Oppression Lawsuit, Things Will Likely Get Worse – So Do It Right

When minority shareholders in New Jersey (including LLC members) are being treated unfairly or oppressively, the New Jersey minority shareholder oppression statute provides significant rights that are written about quite...more

SEC and Activist Investors Reach Settlement over Disclosure Violations

The U.S. Securities and Exchange Commission and a group of activist investors settled claims that the group failed to adequately disclose information during campaigns to exert influence over public companies....more

SEC Speaks 2017

Commission staff highlight key developments and successes in the SEC enforcement program. As they do every year, senior officials from the US Securities and Exchange Commission (SEC or the Commission), including current...more

Developments in Disclosure of Financial Advisor Fees in M&A Transactions

Recent developments, including the U.S. Securities and Exchange Commission settlement with CVR Energy and related SEC Staff guidance, reinforce a trend towards more extensive disclosure of financial advisor fees in M&A...more

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Cybersecurity

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