Cadwalader, Wickersham & Taft LLP

M&A Update: Fully Informed Vote of Disinterested Stockholders Results in Business Judgment Rule Protection in Post-Closing Review of Merger

In an October 2, 2015 decision, Corwin, et al. v. KKR Financial Holdings LLC., et al., the Delaware Supreme Court clarified that once a merger closes, as long as it has been approved by a fully informed vote of the disinterested…more
| Civil Procedure, Commercial Law & Contracts, Mergers & Acquisitions, Securities Law

Securitisation: Keeping it Simple?

On 30 September 2015, the European Commission (the “Commission”) published a proposal for a regulation (the “Proposed Regulation”)1 intended to harmonise existing EU laws applying to securitisations (including proposed changes…more
| Commercial Law & Contracts, Finance & Banking, International Law & Trade, Securities Law

New 871(m) Regulations Finalize Dividend Equivalent Payment Withholding Rules for Equity Derivatives

On September 17, 2015, the IRS and the Treasury Department issued final, temporary, and proposed regulations under section 871(m) of the Internal Revenue Code (collectively, the “new regulations”) that provide the rules for…more
| Commercial Law & Contracts, Finance & Banking, Mergers & Acquisitions, Securities Law, Taxation

Hong Kong Competition Commission Consults on Draft Cartel Leniency Policy

On September 23, 2015, the Hong Kong Competition Commission (the Commission) released a draft leniency policy for undertakings engaged in cartel conduct (the Policy) for public consultation. Feedback is invited by the deadline…more
| Antitrust & Trade Regulation, Commercial Law & Contracts, Consumer Protection, International Law & Trade

Delaware Court Leaves Ousted Executive on His Own for Legal Fees

In a September 11, 2015, decision, the Delaware Chancery Court denied a former officer and director advance reimbursement of legal fees in a dispute with his company, despite his insistence that multiple corporate documents and…more
| Civil Procedure, Commercial Law & Contracts

New DOJ Policy Regarding Individual Accountability for Corporate Wrongdoing

On September 9, 2015, the U.S. Department of Justice announced a new policy regarding individual accountability for corporate misconduct. The policy, described in a memo authored by Deputy Attorney General Sally Yates, posits…more
| Antitrust & Trade Regulation, Commercial Law & Contracts, Consumer Protection, Securities Law

FCA and Ofgem Question Adequacy of Commodity Firms’ Compliance and Market Abuse Controls

In the most recent edition of its regular market conduct and transaction reporting-focused ‘Market Watch’ publication, the UK Financial Conduct Authority (“FCA”) provides a review of commodities firms’ compliance and governance…more
| Commercial Law & Contracts, Energy & Utilities, Finance & Banking, Securities Law

M&A Update: Delaware Court Finds Dole Executives Personally Liable for Millions in Damages for Defrauding Stockholders in Buy-Out and Undermining Special Committee Process

In its August 27th post-trial opinion, In re Dole Food Co., Inc. Stockholder Litigation, the Delaware Chancery Court held Dole executives David Murdock and Michael Carter personally liable for $148 million in damages for…more
| Civil Procedure, Commercial Law & Contracts, Mergers & Acquisitions, Securities Law

The Second Circuit Denies Midland’s Request For Rehearing On Its Decision That Upended Longstanding Principles of Lending Law

On August 12, 2015, the United States Court of Appeals for the Second Circuit denied Midland Funding, LLC and Midland Credit Management (collectively, “Midland”)’s petition for panel rehearing, or, in the alternative, rehearing…more
| Civil Procedure, Commercial Law & Contracts, Finance & Banking

Initial Decision Finds that BP Manipulated 2008 Natural Gas Market in Texas

On August 13, 2015, a Federal Energy Regulatory Commission (“FERC” or “Commission”) Administrative Law Judge (“ALJ”) issued an initial decision in which she found that BP America Inc. et al. (“BP”) manipulated the natural gas…more
| Administrative Law, Energy & Utilities

D.C. Circuit Upholds Attorney-Client Privilege Again in In re Kellogg Brown & Root, Inc.

On August 11, 2015, the U.S. Court of Appeals for the D.C. Circuit granted a petition by Kellogg Brown & Root, Inc. (“KBR”) for a writ of mandamus in order to protect KBR’s assertion of attorney-client privilege over its prior…more
| Civil Procedure, Government Contracting

In Closely Watched Case, Federal Court Upholds the Government’s Position on Provider Mandate to Report and Return Medicare and Medicaid Overpayments in 60 Days

The Patient Protection and Affordable Care Act (“PPACA”), signed into law on March 23, 2010, included a provision (the “Report and Refund Mandate”), broadly requiring health care providers, suppliers, Part D plans and managed…more
| Government Contracting, Health

TCEH Bankruptcy: SDNY Transfers Delaware Trust Company v. Wilmington Trust N.A. Intercreditor Dispute to Delaware Bankruptcy Court, Reaffirming Broad View of Bankruptcy Jurisdiction

On July 23, 2015, in an action arising from the huge TCEH chapter 11 bankruptcy, Judge Paul A. Engelmayer of the U.S. District Court for the Southern District of New York issued an opinion in Delaware Trust Company v. Wilmington…more
| Bankruptcy, Civil Procedure, Finance & Banking

Illinois Court Strikes Down Chicago Pension Reforms, Deepening City's Financial Crisis

On July 24, 2015, Judge Rita M. Novak of the Circuit Court of Cook County, Illinois struck down recently enacted legislation designed to shore up two of the City of Chicago’s severely underfunded pension plans by, among other…more
| Bankruptcy, Constitutional Law, Labor & Employment Law, Finance & Banking

CFTC Division of Market Oversight Holds Roundtable to Assess the Made Available to Trade Process

On Wednesday, July 15, 2015, the Commodity Futures Trading Commission’s (“CFTC”) Division of Market Oversight (“DMO”) hosted a public roundtable to discuss the process to determine whether a swap must be executed on an exchange…more
| Commercial Law & Contracts, Finance & Banking, Securities Law
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One World Financial Center
New York, NY 10281, United States

Contact: Claudia Freeman

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