Disclosure

News & Analysis as of

Energy Sector Alert Series: Climate Change Disclosures in 2016

In this eight-week alert series, we are providing a broad look at current and emerging issues facing the energy sector. Attorneys from across the firm will discuss issues ranging from environmental disclosures and risk...more

BNY Mellon Issues 2015 Report on Global Trends in Investor Relations

On February 9, 2016, BNY Mellon released its 2015 Global Trends in Investor Relations: A Survey Analysis of IR Practices Worldwide. The report summarizes survey responses of 550 companies from 54 different countries to...more

Chancery Court Continues to Close the Door on Disclosure-Only Settlements and Fees (But Opens a Window for “Mootness Dismissals”)

As previously discussed here, in 2015, the Delaware Court of Chancery issued a number of decisions calling for enhanced scrutiny of “disclosure-only” M&A settlements that involve no monetary benefits to a shareholder class. ...more

Eight District Attorneys in Oklahoma sued for wrongfully disclosing personal information in court filings

Generally, court filings are public records unless sealed from public access by a judge. Vast amounts of personal information contained in public records can be, and are, accessed by criminals in order to obtain personal...more

Kamala Harris Puts Exxon Under Her Microscope: California AG Reportedly Has Launched Review of Oil Giant’s Statements On Climate...

Students of history know that fighting a two front war is a hazard to be avoided. According to the L.A. Times, however, that is precisely the dilemma that now faces Exxon Mobil: dual investigations from attorneys general on...more

In Trulia, Chancery Court Continues Crack Down on Disclosure-Only Settlements

It's a familiar story in M&A transactions. A merger is announced and, within days, the plaintiffs' bar scrambles to file suits on behalf of the selling company's stockholders, alleging that the seller's board agreed to an...more

M&A Litigation Update: Delaware Chancery Court Delivers Devastating Blow to Disclosure Settlements

A new decision makes clear that parties should no longer expect the Delaware Court of Chancery to approve broad settlements of M&A class actions based on supplemental proxy disclosures. Chancellor Andre Bouchard issued a...more

Significant Developments in Corporate Governance and M&A Law in 2015

There were important developments in 2015 in Delaware law concerning issues of corporate governance and/or arising in the context of M&A transactions. These developments arose from a number of sources, including statutory...more

Takeover Litigation Sharply Declines in Last Quarter of 2015

Matthew D. Cain, of the SEC, and Professor Steven Davidoff Solomon of the University of California, Berkeley – School of Law, published a report analyzing preliminary statistics for takeover litigation in 2015. According to...more

New HIPAA Privacy Rule Permits Disclosures to Background Check System

On January 6, 2016, the U.S. Department of Health and Human Services (HHS) issued a final rule amending the Health Insurance Portability and Accountability Act (HIPAA) Privacy Rule to strengthen the current background check...more

Wisconsin Supreme Court Kicks Open Records Case to the Curb

When Rebecca Bradley was appointed to the Wisconsin Supreme Court in October, the question arose what role she would play in cases argued this term before her appointment. Specifically, if the Court were otherwise split 3-3...more

Court Dismisses Case Requesting SEC be Required to Adopt Rules Regarding Disclosure of Political Contributions

The United States District Court for the District of Columbia has dismissed a two-count complaint asking the Court to mandate the SEC be required to adopt rules regarding disclosure of political contributions. The plaintiff...more

Congress Acts to Protect Critical Electric Infrastructure Information

On December 4, 2015, President Obama signed into law the “FAST Act”—short for Fixing America’s Surface Transportation Act. Though primarily a highway bill, the FAST Act also includes energy security amendments to the Federal...more

FTC Provides Guidance to Businesses Engaged in Native Advertising

The Federal Trade Commission (FTC) recently issued an enforcement policy statement on deceptively formatted advertisements, which explains how it applies established consumer protection principles to different advertising...more

ESMA updates Prospectuses Q&A

ESMA has updated its Q&A on prospectus-related issues. A new question has been added regarding the level of disclosure which should be included in a prospectus related to securities which may be subject to write-down or...more

ESMA publishes MiFID 2 cross-selling guidelines

ESMA has published its guidelines on cross-selling practices under MiFID 2. Originally, ESMA, EBA and EIOPA had consulted jointly on draft guidelines, but have decided that ESMA should now issue guidelines specific to MiFID 2...more

Best Practices for Drafting Employee Privacy Policies

In 2005 Michigan became the first state to pass a statute requiring employers to create an internal privacy policy that governs their ability to disclose some forms of highly sensitive information about their employees....more

Court dismisses application for mis-selling “fishing” exercise

The High Court has dismissed an application by a firm that alleged Barclays had mis-sold a swap, to require Barclays to disclose documents relating to other allegations of mis-selling involving two specific Barclays...more

FTC Issues Native Ad Guidance

We have been closely following the evolution of “native advertising” and the regulatory response since before the FTC’s Workshop “Blurred Lines: Advertising or Content?” over two years ago. Applying traditional FTC...more

Build On A Strong Foundation: How Expert Reports Are Constrained By Earlier Disclosures

Order on Motions to Strike Portions of Expert Reports, Finisar Corporation v. Nistica, Inc., Case No. 13-cv-03345-BLF (Judge Beth Freeman) Expert reports are not written on a blank slate. Instead, parties are generally bound...more

CARD Act Report Summary

The CFPB recently issued its 2015 CARD Act report on the consumer credit card market (the “Report”). The Report cites a significant amount of data with respect to the credit card market, including regarding use – e.g., number...more

Is The “Good Cause” Standard Inadequate to Protect Your Company’s Trade Secrets in Discovery Disputes?

As owners of trade secrets know, once a trade secret is disclosed, especially to a competitor, the value of this property right is destroyed and the competitive advantage it affords the owner is lost. Lawyers who sue energy...more

Must Read for Background Screening Companies

This blog is created with content straight from the National Association of Professional Background Screeners (NAPBS) and a Member Advisory which all background screening companies should read. The Member Advisory was posted...more

Spending Bill Prevents SEC From Requiring Disclosure of Political Contributions

The current version of the spending bill in Congress prevents the SEC from using authorized funds to require disclosure of political contributions. Tucked away on page 1982 of the Consolidated Appropriations Act, 2016 is the...more

FAST Act Legislation and Impact on Securities Law

On December 4, President Obama signed into law the Fixing America’s Surface Transportation Act (FAST Act). This transportation bill includes several provisions related to securities laws and capital-raising measures, as...more

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