Self-Dealing

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Securities Update - March 2014

In December 2013, the Staff of the Securities and Exchange Commission’s Division of Corporation Finance issued to Congress its “Report on Review of Disclosure Requirements in Regulation S-K” (the S-K Study) that originally...more

Misbehaving Directors, Including Directors’ Duties To Maintain The Confidentiality Of Information

I. Introduction. The conduct of corporate directors and officers is subject to particular scrutiny in the context of business combinations (whether friendly or hostile), executive compensation and other affiliated...more

Navigating Fiduciary Duties In Private Company Mergers And Acquisitions

I. Introduction. The conduct of corporate directors and officers is subject to particular scrutiny in the context of business combinations (whether friendly or hostile), executive compensation and other affiliated...more

Proposed Reform of New York’s Charities and Nonprofits Laws Would Ease Burdens

On May 14, 2013, New York State Attorney General Schneiderman joined with the New York Senate and Assembly Committee Chairs to propose legislative reforms to New York’s charities and nonprofits laws. If the reforms are...more

The Cahill Prosecution In Massachusetts: Vagueness Is Still A Problem After Skilling

Vagueness is a common problem in white-collar criminal cases. In many instances the line between legal and illegal conduct is blurry at best. This means that someone could face prosecution, a damaged reputation, loss of...more

Delaware Chancery Court Expands Number of Direct Claims Available to Stockholders

On March 15, 2013, the Delaware Court of Chancery denied motions to dismiss filed by a group of director defendants and certain affiliated funds for claims brought by a group of stockholders. The claims allege that the...more

SEC And FBI Try To Ketchup To Heinz Insider Traders

In the latest development in an SEC lawsuit filed Friday, February 15, U.S. District Judge Rakoff extended a freeze on a Swiss Goldman Sachs account linked to possible insider trading in H.J. Heinz Company call options. The...more

Bank of America Settlement in Jeopardy?

Bank of America’s $8.5 billion settlement in 2011 to resolve claims over Countrywide’s mortgage abuses may be in jeopardy. Last week, a group of investors, the Triaxx funds and the Federal Home Loan Banks of Boston,...more

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