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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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