Publicly-Traded Companies

News & Analysis as of

What Investment Advisers Need to Know About Using Proxy Advisers

On June 30, 2014, the SEC issued long-awaited guidance on an investment adviser’s use of third-party proxy advisory firms such as ISS and Glass Lewis. Due to a number of regulatory developments over the past ten years,...more

Supreme Court Protects Whistleblowing Employees of Mutual Fund Adviser

Whistleblowing law continues to develop, with a recent U.S. Supreme Court decision holding that, despite ambiguous statutory language, the Sarbanes-Oxley Act of 2002 protects employees of private companies serving as...more

IRS Pursues 409A Audits, Issues Ruling on Certain Options/SARs under 457A

IRS audits signal focus on Section 409A compliance; Revenue Ruling makes certain nonqualified options and stock appreciation rights more attractive for offshore entities. The IRS has begun its limited audit initiative...more

Supreme Court Extends SOX Whistleblower Protection to Contractors

The Reverend Martin Luther King, Jr. once said, “Darkness cannot drive out darkness; only light can do that.” Following a rash of financial calamities largely caused by risky and illegal conduct within publicly traded...more

Public Company Adopts Fee Shifting Bylaw

The Delaware Supreme Court caused quite a stir when it concluded that a fee shifting bylaw adopted by a non-stock corporation did not run afoul of the Delaware General Corporation Law. ATP Tour, Inc. v. Deutscher Tennis...more

Exclusive Forum Provisions: A New Item for Corporate Governance and M&A Checklists

Public companies increasingly are adopting “exclusive forum” bylaws and charter provisions that require their stockholders to go to specified courts if they want to make fiduciary duty or other intra-corporate claims against...more

Shareholder Activism in Germany Following Takeover Announcements

Over the past few years there has been a noticeable increase in the frequency of activist investors building up considerable stakes in German listed companies in the context of public takeovers. One reason for this...more

Postcards From Paris To The U.S. – An Object Lesson For Those Who Favor Extraterritorial Jurisdiction By U.S. Courts And...

Many years ago, an American friend of mine was living in Paris and went to the local post office near his apartment to mail a letter. There he found some American tourists who were clearly upset with the French postal clerk....more

Fourth Circuit Says Employee Suing Under SOX Could Not Show Complaints Contributed to Termination Decision

The Sarbanes-Oxley Act (“SOX”) prohibits publically-traded companies from retaliating against employees for complaining about issues that could affect the shareholders of the company. On Monday, the Fourth Circuit Court of...more

Whose Role is it Anyway? Unanswered Questions About Social, Political, or Environmental Corporate Disclosures

The D.C. Circuit attracted plenty of attention by ruling that one of the SEC’s conflict mineral disclosure rules – promulgated pursuant to a specific Congressional mandate in the Dodd-Frank Act – violated the First Amendment....more

Treasury Proposes REIT Solar Regulations but Excludes Most Common Transactions

On the same day as President Obama’s speech championing solar, the Department of the Treasury proposed regulations defining “real estate assets” for purposes of the definition of a real estate investment trust (REIT). The...more

Dodd-Frank Only Precludes Arbitration Of Whistleblower Actions

The Fourth Circuit found this week that the Dodd-Frank Act did not override all arbitration agreements betwen publicly-traded employers and their employees. Santoro v. Accenture Federal Servs., LLC, 2014 WL 1759072 (4th Cir....more

European Union Moves Closer to Mandatory Social and Environmental Reporting

The European Union took another step toward requiring large companies to publish social and environmental performance reports when the European Parliament approved amendments to a draft directive by a 599-55 majority last...more

Supreme Court Expands Scope of Sarbanes-Oxley Whistleblower Protections

The Issue: My company is not publicly traded, but provides services to companies that are. Do Sarbanes-Oxley whistleblower protections extend to our employees? The Solution: Yes. Analysis: Enacted in the wake of...more

Conversations on Goverance: Practical Insights for Public Company Leaders: Crisis Management: Key Questions

We live in a world full of high-stakes, high-profile corporate crises – environmental disasters, product liability issues, data breaches and government investigations, to name a few. No company is immune. Therefore, advance...more

"Supreme Court Clarifies Scope of Sarbanes-Oxley Whistleblower Protections to Include Employees at Private Firms That Contract...

Today, in a 6-3 decision, the U.S. Supreme Court held in Lawson v. FMR LLC that the Sarbanes-Oxley Act’s whistleblower protections apply to employees of a public company’s private contractors and subcontractors. Justice...more

PCAOB Reproposes Rule Requiring Engagement Partner To Be Named In Audit Report

The Public Company Accounting Oversight Board has reproposed for public comment amendments to PCAOB auditing standards that would provide greater transparency into audits of public companies, brokers, and dealers about the...more

Top 10 Topics for Directors in 2014

Top 10 Topics for Directors in 2014 - U.S. public companies face a host of challenges as they enter 2014. Here is our list of hot topics for the boardroom in the coming year: 1. Oversee strategic planning amid...more

Shareholder Issues Arise When Full Enterprise Value Fails to Be Assessed

In dissenters' rights actions, shareholder oppression and member disputes as well as in breach of fiduciary duty cases, the fair value of a company becomes center stage for debate. As shareholders and companies keep an eye...more

DiRienzo v. Lichtenstein, et al., C.A. No. 7094-VCP (Del. Ch. Sept. 30, 2013) (Parsons, V.C.)

In this lengthy memorandum opinion, the Court of Chancery dismissed claims relating to a series of complex transactions in which a hedge fund, previously organized as a private limited partnership, was converted by its...more

Indirect investors: know where you stand

Orrick, Herrington & Sutcliffe (Europe) LLP recently won a landmark case in the English High Court for client, Wickeder Westfalenstahl GmbH ('Wickeder'). The case highlights to investors in public companies holding their...more

Becoming a 10% Shareholder of a Canadian Public Company

Investors in a Canadian public company need to be aware of the consequences of becoming a holder of 10% or more of any class of its voting or equity securities. Canada’s requirements are in some ways very similar to the...more

SEC Considers Returning to Its Roots

The SEC has recently taken a well-deserved beating for its lack of attention to financial fraud at publicly traded companies. The numbers speak for themselves. In 2012, the SEC brought 79 financial fraud cases, when in years...more

SEC Order Against ISS

On May 23, the Securities and Exchange Commission charged Institutional Shareholder Services Inc. (ISS), a Maryland-based proxy adviser, with failure to safeguard its advisory clients’ confidential proxy voting information. ...more

Race to the Finish: June 30 Deadline for Delaware’s New Unclaimed Property Voluntary Disclosure Program

June 30 is the deadline to enter into the new Unclaimed Property Voluntary Disclosure Program — run by Delaware’s Secretary of State (“SOS”)— which temporarily supplants the State Escheator’s voluntary disclosure process. Any...more

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