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Derivatives Corporate Governance

Skadden, Arps, Slate, Meagher & Flom LLP

Hong Kong Regulatory Update - August 2024

查看中文 This update primarily provides an overview of key regulatory developments in the second quarter of 2024 relevant to companies listed, or planning to list, on The Stock Exchange of Hong Kong Limited (HKEx) and their...more

Latham & Watkins LLP

Key Regulatory Updates for Hong Kong Listed Companies - May/June 2024

Latham & Watkins LLP on

The updates in May and June include a consultation conclusion and a consultation paper from the Stock Exchange. The key updates in May and June 2024 include the publication of the consultation conclusions on the Severe...more

Jones Day

The CFTC Proposes Expansive Business and Governance Rules for Registered Derivatives Markets

Jones Day on

The Commodity Futures Trading Commission ("CFTC") recently proposed new and modified conflicts of interest, fitness, and governance regulations for swap execution facilities ("SEFs") and designated contract markets ("DCMs")....more

Latham & Watkins LLP

Key Regulatory Updates for Hong Kong Listed Companies - November/December 2023

Latham & Watkins LLP on

The updates include a Consultation Paper, new and revised guidance materials from the Stock Exchange of Hong Kong Limited, and notices from the Companies Registry. The key updates in November and December 2023 include the...more

Allen Matkins

Are The Harvard Corporation Members Answerable Only To G-D?

Allen Matkins on

On December 12, 2023, the Harvard Corporation  unanimously reaffirmed its support for President Claudine Gay's continued leadership despite her controversial testimony before the U.S. Congress and allegations of plagiarism. ...more

Holland & Knight LLP

CFTC Moves to Set Voluntary Carbon Market Standards

Holland & Knight LLP on

The Commodity Futures Trading Commission (CFTC) issued proposed guidance (the Proposed Guidance) regarding the listing of voluntary carbon credit (VCC) derivatives on CFTC-regulated exchanges on Dec. 4, 2023. The CFTC's goal...more

J.S. Held

Will Derivative Shareholder Litigation Be the New Firing Line for Ensuring Achievement of Corporate Sustainability Goals?

J.S. Held on

Mitigating climate change impacts is becoming a critical business priority, and the pressure to achieve corporate sustainability objectives is mounting as investment-focused regulations continue to drive companies toward...more

Allen Matkins

Nevada Supreme Court Affirms Contemporaneous Ownership Requirement In LLC Derivative Action

Allen Matkins on

In a short order of affirmance issued last week, the Nevada Supreme Court affirmed a basic requirement of derivative litigation. J. McDonald Co. v. Tropical & Losee, LLC, 2022 WL 6833521 (Nev. Oct. 11, 2022).  The case...more

Latham & Watkins LLP

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2022 Edition

Latham & Watkins LLP on

Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more

Allen Matkins

Professor Bainbridge's Quibble Might Be No Quillet

Allen Matkins on

In this post, UCLA Law School Professor Stephen Bainbridge quibbles my description of Delaware's two-step approach to the special litigation committee defense in derivative suits.  In particular, he points out that Delaware...more

Allen Matkins

Court Orders Discovery In Derivative Action Challenging Racial Diversity

Allen Matkins on

Last year, the City of Pontiac General Employees' Retirement System filed a derivative suit against the Board of Directors and Chief Executive Officer of Cisco Systems, Inc.  The gist of the complaint was that the "Defendants...more

Wilson Sonsini Goodrich & Rosati

Chancellor McCormick Provides Helpful Guidance on Pre-Suit Litigation Demands Under Delaware Law

Last month, Delaware's new Chancellor Kathaleen S. McCormick issued a decision largely dismissing challenges to board action after finding that the plaintiff's emails to the board constituted pre-suit litigation demands, and...more

Akin Gump Strauss Hauer & Feld LLP

CFTC Announces Formation of the Climate Risk Unit

On March 17, Commodity Futures Trading Commission (CFTC) Acting Chairman, Rostin Behnam, announced the establishment of the Climate Risk Unit (CRU), an interdivisional group focused on derivatives markets’ role in addressing...more

Eversheds Sutherland (US) LLP

What are DRMs and do you need one? SEC adopts framework for derivatives use by registered funds and BDCs

On October 28, 2020, the U.S. Securities and Exchange Commission (the SEC) voted 3-2 to adopt Rule 18f-4 (the Final Rule) under the Investment Company Act of 1940 (the 1940 Act), which establishes a comprehensive framework...more

Allen Matkins

Nevada's Director Liability Standard Defeats Another Derivative Suit

Allen Matkins on

NRS 78.138(3) imposes a statutory presumption that other than in cases of a change in control of the corporation, directors and officers, in deciding upon matters of business, act in good faith, on an informed basis and with...more

Allen Matkins

Court Finds Derivative Claims Involving Nevada Corporation Were Not "Validly In Litigation"

Allen Matkins on

A shareholder bringing a derivative claim, faces a choice.  The shareholder can either make a demand on the board of directors and then challenge the board's decision not to proceed or file a complaint alleging that the...more

Allen Matkins

LLC's Failure To File Cross-Complaint Dooms Derivative Action

Allen Matkins on

Although the members of a limited liability may file a derivative action, the right of action belongs to the LLC and not to the members themselves.  This fundamental principle had real consequences for the plaintiffs in...more

WilmerHale

COVID-19: The Virus Creates New Regulatory Priorities and Litigation Risks for Public Companies and Market Participants

WilmerHale on

COVID-19 has had an unprecedented effect on the securities and derivatives markets. Public companies and market participants face significant operational challenges and unpredictability, including evolving and novel...more

Burr & Forman

Financial Regulators Post COVID Guidance

Burr & Forman on

The SEC has gathered its guidance in a single location. Topics covered include: (a) The SEC’s own Business Continuity Plan (“BCP”) and its implementation; (b) Increased market monitoring and surveillance...more

Katten Muchin Rosenman LLP

Corporate & Financial Weekly Digest, Featuring Articles on SEC Proposes Changes to Simplify Offering Exemptions, CFTC Receives...

SEC/CORPORATE - SEC Amends Disclosure Rules for Registered Debt Offerings - On March 2, the Securities and Exchange Commission adopted amendments to the financial disclosure requirements for registered debt offerings...more

Carlton Fields

Florida Is Now a “Demand Futility” State for Shareholder Derivative Actions

Carlton Fields on

On January 1, 2020, the new Florida Business Corporation Act took effect. It includes a provision that settles in the affirmative whether Florida is a “demand futility” state for shareholder derivative litigation. To succeed...more

WilmerHale

CFTC Ends 2019 with Rulemaking Flurry

WilmerHale on

The Commodity Futures Trading Commission (CFTC or Commission) at year-end issued one final and two proposed rulemakings. The proposed rules are potentially significant for all swap market participants, and the final rules are...more

Orrick, Herrington & Sutcliffe LLP

Understanding U.S. Stockholder Activism - A Practical Primer

Because stockholder activism strikes at the heart of a company’s governance structure – often threatening the continuity of a board and the management team alike – the topic is susceptible to fear, uncertainty and doubt....more

Katten Muchin Rosenman LLP

Corporate & Financial Weekly Digest, Featuring Articles on a Number of SEC Proposals Related to Shareholders and Proxy Voting...

SEC/CORPORATE - SEC Proposes New Amendments to Modernize Shareholder Proposal Rules - On November 5, the Securities and Exchange Commission voted to propose amendments to Rule 14a-8 of the Securities Exchange of 1934...more

A&O Shearman

EU Council Adopts Laws on Enhanced Supervision of Third-Country CCPs 

A&O Shearman on

The Council of the European Union has adopted the amendments to EU law on CCP supervision. The adopted laws revising the European Market Infrastructure Regulation (EMIR 2.2) will change how both EU CCPs and third-country CCPs...more

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