Virgin Media's Lawyer on Liberty Global Deal
In August 2012, Judge Jane Marum Roush, sitting by designation in the Circuit Court of Buckingham County, issued a comprehensive letter opinion in Colgate et al. v. The Disthene Group, Inc. The opinion reassessed a...more
On August 2, 2013, a California Superior Court struck down a putative class action brought by shareholders challenging compensation disclosures in a proxy statement in connection with an advisory “say-on-pay” vote....more
The U.S. state of Delaware’s courts, particularly the Court of Chancery, are usually thought of as doughty protectors of shareholder rights. But some recent decisions have, in fact, narrowed such rights. Following close upon...more
Yesterday’s post concerned the attorney-client privileged issues in Vice Chancellor J. Travis Laster’s recent decision in Kalisman v. Friedman, 2013 Del. Ch. LEXIS 100 (April 17, 2013). I found another statement in the...more
The Iowa Supreme Court recently adopted a reasonableness standard for the adjudication of minority shareholder claims of oppression under the Iowa Business Corporations Act....more
On June 21, the U.S. District Court for the Eastern District of Virginia dismissed a shareholder derivative action against a national bank’s officers and directors that was based on the bank’s settlements with the CFPB and...more
On April 2, 2013, Governor Chris Christie signed P.L. 2013, C.40, P.L. 2013, C.41 and P.L. 2013, C.42 into law. The three laws are intended to make New Jersey more business friendly by aligning New Jersey's corporate statutes...more
On April 1, 2013, Governor Chris Christie signed into law a three-bill package designed to make New Jersey businesses more competitive in the global marketplace, attract new businesses to New Jersey, and make New Jersey law...more
The Delaware Chancery Court recently addressed the limits of shareholder inspection rights, holding that such requests must be specifically related to a proper purpose....more
Institutional Shareholder Services (ISS), a leading provider of corporate governance research and proxy voting services, has announced that it is replacing the Governance Risk Indicators (GRId) database, which was designed to...more
Whether an action against a corporation is direct or derivative is one that has been addressed frequently under Florida law. A derivative action is a cause of action that is brought by a shareholder to enforce a right of...more
A trio of Delaware Court of Chancery rulings in 2012 have re-emphasized a target board’s duty to stay informed of material information throughout all stages of a transaction and have highlighted possible tensions between...more
Originally published in the Daily Journal on December 21, 2012.
On Sept. 23 Gov. Jerry Brown signed Assembly Bill 1680 into law. AB 1680 amends California's dissenters' rights statute by (i) eliminating dissenters rights...more
The following issues are among those addressed in ISS' non-compensation-related FAQs...