News & Analysis as of

Share Price

Barnea Jaffa Lande & Co.

The Israeli Approach to Anti-Dilution Rights

Two of the tools investors can use to minimize the risks they take and preserve their holding percentage in a company are the anti-dilution protection and pre-emptive rights. These very important rights are customarily...more

Latham & Watkins LLP

ESMA Sets Out Good Practices for Calls With Analysts Ahead of MAR Closed Periods

Latham & Watkins LLP on

The guidance was issued after ESMA and national regulators observed “high volatility episodes” in EU share prices, some of which took place shortly after pre-close calls with analysts....more

Pietragallo Gordon Alfano Bosick & Raspanti,...

Did The Southern District Of Texas Just Legalize Securities Fraud?

In December 2022, the Department of Justice indicted eight individuals for securities fraud for allegedly operating a $114 million social media pump and dump scheme. United States v. Constantinescu, No. 4:22-CR-00612 (S.D....more

Patterson Belknap Webb & Tyler LLP

UPDATE: Shadow Trading Case Heads to Trial

In November 2023, in Issue Lines Drawn in SEC Shadow Trading Case, we revisited the case Securities and Exchange Commission v. Panuwat, the SEC’s first enforcement action brought on the theory of “shadow trading.”...more

Venable LLP

Fiduciary Liability Limitations Under Nevada Law Trigger Entire Fairness Review of Conversion from Delaware Due to Controlling...

Venable LLP on

The Delaware Court of Chancery, in Palkon v. Maffei, et al., C.A. No. 2023-0449-JTL (Del. Ch. Feb. 20, 2024), determined that a reduction in the liability exposure of a fiduciary due to the conversion of a Delaware...more

WilmerHale

Repricing Options: What Every Private Company Needs to Know

WilmerHale on

Stock options are typically a critical component of a private company’s ability to recruit, incentivize and retain key talent. Particularly for early-stage companies, rewarding equity packages can help make up for the gap...more

WilmerHale

Public Company Stock Option Repricings: A Primer

WilmerHale on

Stock options are often a significant, and critical, component of a public company’s compensation and benefits programs as they align the interests of employees and stockholders—when the company’s stock price increases,...more

Latham & Watkins LLP

The Proposed ESG Auditing Rule You Know Nothing About

Latham & Watkins LLP on

The Public Company Accounting Oversight Board’s proposed auditing standards feature major implications for ESG that could upend corporate audits. On June 6, 2023, the Public Company Accounting Oversight Board (PCAOB), the...more

Goodwin

SEC Brings Suit Against Owner of BitTorrent, Inc., and Settles Claims With Celebrity Endorsers of Certain Crypto Tokens

Goodwin on

On March 22, 2023, the US Securities and Exchange Commission (SEC) filed a complaint in US District Court for the Southern District of New York against Justin Sun, the owner of BitTorrent, Inc., a file-sharing platform; three...more

Morris James LLP

Chancery Finds SPAC’s Sponsor and Board Potentially Violated Fiduciary Duties by Depriving Public Stockholders of the Information...

Morris James LLP on

Delman v. GigAcquisitions3 LLC, C.A. No. 2021-0679-LWW (Del. Ch. January 4, 2023) - Delaware law establishes that fiduciaries of a corporation cannot be exempted from "their loyalty obligation and the attendant equitable...more

Hogan Lovells

Ramcell, Inc. v. Alltel: DE Court averages valuation models to arrive at fair market value of shares

Hogan Lovells on

In Ramcell, Inc. v. Alltel Corp., C.A. No. 2019-0601-PAF (Del. Ch. July 1, 2022), the Court of Chancery reviewed a 2019 short-form merger between Alltel Corporation (Alltel) and Jackson Cellular Telephone Co. (Jackson), that...more

Mayer Brown Free Writings + Perspectives

Nasdaq Receives Approval for Rule Change Providing More Flexibility for Direct Listings with Capital Raise

On December 2, 2022, Nasdaq received approval from the Securities and Exchange Commission (“SEC”) to modify certain pricing limitations for companies undertaking a direct listing involving sales of the company shares in the...more

Goodwin

Public Companies: Time to Consider Repricing Underwater Stock Options?

Goodwin on

​​​​​​​Given the recent volatility in the national markets, the stock prices of many publicly-traded companies have declined significantly, resulting in an increasing number of service providers holding underwater stock...more

Goodwin

Northern District of Illinois Grants Motion for Partial Reconsideration of Summary Judgment Decision Regarding Whether Former...

Goodwin on

Northern District of Illinois Grants Motion for Partial Reconsideration of Summary Judgment Decision Regarding Whether Former Walgreens CFO’s Statements Were Actionable; Securities Fraud Claims Against Chicken Producer for...more

WilmerHale

SEC Insider Trading Enforcement Highlights from 2021

WilmerHale on

The Securities and Exchange Commission’s (SEC or Commission) actions in 2021 demonstrate that insider trading remains a key enforcement priority. While the absolute number of insider trading enforcement actions brought by the...more

Gray Reed

IN THE NEWS: Franchi v. Multiplan Corp., et al. – SPACs and Potential Conflict Issues

Gray Reed on

The recently filed complaint in Franchi v. Multiplan Corp., et al. is one to watch because it alleges breach of fiduciary duties by the directors and controlling shareholders of Churchill Capital Corp. III (Company), a...more

Dorsey & Whitney LLP

Insider Trading: Leveraging Inside Information

Dorsey & Whitney LLP on

Insider trading is generally viewed through one of two lenses. The first is the classic model. There a company insider learns information which constitutes material non-public information about his or her employer and either...more

Goodwin

Getting Over The Hurdle

Goodwin on

Companies often use equity incentives to reward key members of their workforce and attract and retain the best talent. In the UK, companies have typically granted EMI options (a government‑backed, tax-advantageous share...more

Robins Kaplan LLP

Financial Daily Dose 4.15.2021 | Top Story: Big Banks Deliver Huge Q1 Profits, Economic Optimism Despite Ongoing Challenges

Robins Kaplan LLP on

Big bank earnings season kicked off this week, and impressive Q1 results from JPMorgan, Goldman Sachs, and Wells Fargo has Wall Street feeling especially bullish. This, despite “sobering signs,” including climbing infections...more

Robins Kaplan LLP

Financial Daily Dose 3.17.2021 | Top Story: Uber to Reclassify Its 70k British Drivers as “Workers”

Robins Kaplan LLP on

Uber will officially classify its British drivers, all 70,000 of them, as “workers” following a “major legal defeat” for the ride-hailing company in the British Supreme Court last month. The move entitles the drivers to “a...more

Robins Kaplan LLP

Financial Daily Dose 3.16.2021 | Top Story: Purdue Pharma Unveils Post-Bankruptcy Plans, Including $4.7B Payment by Sacklers

Robins Kaplan LLP on

Purdue Pharma has outlined its own plan to remove Sackler family control and restructure the pharmaceutical giant on the other side of bankruptcy—a 300-page effort that amounts to the company’s “formal bid to end thousands of...more

Carlton Fields

Delaware Supreme Court Finds That Appraisal Proceedings Are Not a “Securities Claim,” Again Refusing To Broaden That Definition in...

Carlton Fields on

We previously discussed the Delaware Supreme Court’s refusal to broaden the definition of a “securities claim” in In re Verizon Insurance Coverage Appeals, and this issue continues to be ripe for dispute. The Delaware Supreme...more

Robins Kaplan LLP

Financial Daily Dose 8.5.2020 | Top Story: Top Story: Ford Removes CEO Jim Hackett After 3 Years on the Job

Robins Kaplan LLP on

Major shakeup at Ford, where CEO Jim Hackett is out after a three-year stint in which he “achieved mixed results” but didn’t impress Wall Street enough to keep his job. Ford has installed COO James Farley, a Toyota alum who’s...more

McDermott Will & Emery

UK Public Takeovers: The Point of No Return

The challenges raised by the Coronavirus (COVID-19) crisis initially led to a dramatic fall in share prices and market uncertainty. Although the capital markets have largely recovered their value since the initial COVID-19...more

White & Case LLP

5 things you need to know about...shareholder activism

White & Case LLP on

One - Whilst we have seen a decline in new public activist campaigns and demands since the onset of the pandemic, there is much going on below the surface. Many activists have adopted a "wait and see" approach regarding...more

57 Results
 / 
View per page
Page: of 3

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
- hide
- hide