Publicly-Traded Companies

News & Analysis as of

Delaware Supreme Court Confirms that Dilution Claims Typically Are Derivative and Are Extinguished After a Merger

Stockholder claims alleging wrongful dilution are typically considered to be derivative in nature. Several decisions out of Delaware, however, have created exceptions to this general rule allowing stockholders to sue...more

2016 half-year in review: M&A legal developments

We set out below a number of interesting English court decisions and market developments which have taken place and their impact on M&A transactions. This review looks at these developments and gives practical guidance on...more

2017 Considerations for Israeli Companies That are Listed in the United States

In addition to our general update for foreign private issuers for the 2017 proxy season, Israeli companies that are listed in the United States are subject to a number of specific corporate governance and regulatory...more

Change in Shareholder Approval Requirements for Certain TSX-V-Listed Issuers Undertaking a Change of Business or Reverse Takeover

On December 15, 2016, the TSX Venture Exchange (TSX-V) published amended Policy 5.2 – Changes of Business and Reverse Takeovers of the TSX Venture Exchange Corporate Finance Manual (Policy 5.2). The amendments to Policy 5.2...more

Reminders for US Public Companies for the 2017 Annual Reporting and Proxy Season

This memorandum outlines certain considerations for US public companies in preparation for the 2017 annual reporting and proxy season. Part I of this memorandum discusses new developments and practical action items for the...more

Desktop Reference: 8-K Filing Events 2017

Latham & Watkins has created the Form 8-K Filing Events and Periodic Report Filing Dates Desktop Reference Guide for 2017....more

"Delaware Supreme Court Addresses Limited Partnership Drop-Down Transactions and Conflicts Committees"

The Delaware Supreme Court recently ruled on two appeals from Court of Chancery decisions involving "conflicts committees" of Delaware limited partnerships. Both decisions arise out of challenges to "drop-down" transactions...more

Compliance Paid for Itself in Many Ways in 2016

“A culture of ethics ties long-term performance to the interests of long-term stakeholders.” — Larry Fink, Chief Executive of Blackrock The quote above was mentioned by Timothy Erblich, CEO of Ethisphere, at the...more

Tips for Seeking Shareholder Approval of Equity Benefit Plans

Most public companies regularly submit equity benefit plans to their shareholders for approval. As a general rule, both NYSE and Nasdaq require that every new benefit plan, and any material amendment to an existing plan, be...more

New CMA circular on corporate governance offers fresh guidance on the new Code

Corporate governance in Oman has undergone a period of renaissance in 2016 with the new Code of Corporate Governance for Public Listed Companies (the Code) coming into effect on 22 July. The Capital Market Authority (CMA) has...more

Eleventh Circuit Confirms that Issuers are not Required to Disclose Retention of Outside Promotional Firms

On December 15, 2016, the United States Court of Appeals for the Eleventh Circuit affirmed the dismissal of a securities class action against Galectin Therapeutics Inc., a Georgia-based biotechnology company. The suit...more

Dismissal for Drugmaker Affirmed: Galectin Had No Duty to Disclose Payments to Promoters

In re: Galectin Therapeutics, Inc. Securities Litigation, No. 16-10324, 2016 WL 7240146, ____ , F2d ___ (11th Cir. Dec. 15, 2016). The Eleventh Circuit recently addressed the circumstances under which a public company...more

The New Cybersecurity Law—New Compliance Focus for Enterprises in China

On November 7, 2016, the Standing Committee of the National People’s Congress (NPC) of the People’s Republic of China (PRC) passed the final Cybersecurity Law (CSL) after three rounds of review by the NPC since June 2015....more

Portland, Oregon Adopts First-of-Its-Kind CEO Pay Ratio Tax on Employers

The Portland, Oregon City Council has passed an ordinance that will impose a tax surcharge on publicly traded companies whose chief executive officers are paid at least 100 times more than the median pay of other company...more

Consultation Begins Over Possible UK Corporate Governance Reform

The Department for Business, Energy & Industrial Strategy (BEIS) has recently published a Green Paper on options for future corporate governance reform. The Government’s stated objective is to put in place “the right checks...more

SEC Takes Issue with Employee Confidentiality Obligations and Waivers of Monetary Awards

The Securities and Exchange Commission's (the "SEC" or "Commission") Office of Compliance Inspections and Examinations ("OCIE") issued a risk alert on October 24, 2016, announcing that it will be reviewing registrants'...more

Blog: A City Takes On CEO Pay It Considers “Disproportionate” — Will Others Follow Suit?

The NYT reports on an effort by one city to address income inequality by imposing a surtax on companies that pay their CEOs more than 100 times the median pay of their rank-and-file workers. According to the article, on...more

2016 Silicon Valley Proxy Season Results

A Comparison of Silicon Valley Public Companies and Other Large Bay Area Public Companies - This companion supplement to the Fenwick survey, Corporate Governance Practices and Trends: A Comparison of Large Public...more

From Making the Right Decisions to Asking the Right Questions: Linda Graebner Discusses Her Move from the C-Suite to the Boardroom...

Linda Graebner spent many years as a CEO leading consumer product companies, and has held numerous other leadership positions in the business world. But she is currently thriving in a new role: the boardroom. At the request...more

Does Sarbanes-Oxley Apply to Government Contractors?

Certain government contracts contain representations and warranties which require primes and subs to “comply with all applicable provisions of the Sarbanes-Oxley Act (“SOX”).” Several times, clients have asked which SOX...more

An Ounce of Prevention - Strategic Outside General Counsel Solutions

All businesses (big and small) face legal issues every day ranging from the urgent (a lawsuit was just filed against the company), to the routine (a customer marked-up our form contract), to the mundane (where do we put our...more

SEC Issues Report on Modernization and Simplification of Regulation S-K Required by FAST Act

Section 72003 of the FAST Act directs the SEC to carry out a study of Regulation S-K’s requirements and to consult with the Commission’s Investor AdvisoryCommittee (the “IAC”) and Advisory Committee on Small and Emerging...more

Something To Be Thankful For: The 2017 ISS Policy Updates

Institutional Shareholder Services Inc. (ISS) has published its voting policy updates for the 2017 proxy season, and those involved with public company compliance can add “generally insignificant changes to ISS voting...more

Board composition – new rules from the Ministry of Commerce & Industry, Oman

"Boards supervise while management manages". This governance principle is re-emphasised by the Ministry of Commerce & Industry (MOCI) in its recent decision no. 201/2016 relating to the Boards of public joint stock companies...more

ISO 37001: Answers to the 5 Questions We’ve Heard Most About the Standard

It’s been a month since ISO 37001 was published and there are some questions we have heard percolating in the compliance world about what this means. These are the questions we’ve been hearing the most...more

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