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News & Analysis as of

Taking Rights over Third Party Insurances

Following the publication of our client alert dated 20th January 2016, we have been asked to consider a series of issues relating to insurance arrangements designed to maximise the benefit of cover for the interests of a...more

Court Of Chancery Closes The Door Left Open By Pyott And Applies Preclusion To Derivative Suit

Delaware does hold that the dismissal of a derivative suit in another jurisdiction may preclude the prosecution of a similar derivative suit in Delaware. ...more

Delaware Supreme Court Confirms Business Judgment Standard For Fully Informed, Uncoerced Stockholder Vote

On May 6, 2016, in Singh v. Attenborough, No. 645, the Delaware Supreme Court strengthened the defenses available to directors by clarifying a roadmap for effectively dismissing post-closing claims for breach of fiduciary...more

Americold Realty Tr. v. ConAgra Foods, Inc.: Citizenship of Maryland REITs

In Americold Realty Tr. v. ConAgra Foods, Inc., 136 S. Ct. 1012 (2016), the Supreme Court held that, for purposes of federal diversity jurisdiction, the citizenship of a Maryland real estate investment trust (formed pursuant...more

Mum’s the word on safety during takeovers

A takeover of one business by another can be a lot like a visit from your mother-in-law. On Mother’s Day, we enjoy a cup of tea or a glass of bubbles with our mums in recognition of all their hard work and sacrifice. We...more

Court Of Chancery Resolves Appraisal Voting Requirement

It is well understood that to be entitled to the appraisal of your stock you need to not vote for the merger. However, in the complex world of how shares are held by beneficiaries and depositories, it is easy to overlook the...more

How to Win After You Lost: Examing "Trados"

Perhaps the longest-running litigation in recent Delaware Court of Chancery history has been settled, after the plaintiff class lost at trial. The Jan. 20 settlement hearing in In re Trados Shareholder Litigation, Con. C.A....more

B.C. Court of Appeal Issues Important Guidance on Directors’ Disclosable Interests, Oppression Proceedings

The B.C. Court of Appeal last week released a wide-ranging decision on the availability of oppression proceedings under the B.C. Business Corporations Act (BCA), when interests of directors will be disclosable as a...more

Business Judgment Rule Applies to Shareholder Suits Challenging Going-Private Mergers in New York

Action Item: New York’s High court provides a road map of how corporate attorneys should structure going-private transactions involving controlling shareholders. Utilizing certain protective measures at the outset should...more

Small Business, Enterprise and Employment Act 2015

The Small Business, Enterprise and Employment Act 2015 (SBEEA) has introduced new provisions which will amend the primary piece of legislation which governs companies in the UK, the Companies Act 2006 (the Act). The...more

New York High Court Adopts Delaware's Deferential Business Judgment Review for Controlling Stockholder Buyouts

In re Kenneth Cole Productions, Inc. Shareholder Litigation - We previously reported on the Delaware Supreme Court’s landmark decision in Kahn v. M&F Worldwide Corp. (MFW) applying the deferential, defendant-friendly...more

Recent New York Court of Appeals Decisions: Court Adopts Standard of Review for Going-Private Mergers (5/16)

On May 5, 2016, the New York Court of Appeals ruled on the standard of review applicable to a going-private merger in Matter of Kenneth Cole Prods, Inc. Shareholder Derivative Litig. In particular, the Court considered...more

Feeling Oppressed? Not if it’s from a Breach of Contract, Says Court of Appeal

In Shefsky v. California Gold Mining Inc., the Alberta Court of Appeal (Court) upheld the chambers judge’s decision and dismissed the appeal of Martin Shefsky in a fight for control of the board of directors of California...more

Delaware Developing Solid Record of "Staying in Its Lane"

Chief Justice Leo E. Strine Jr. has been known to be fond of the concept of "staying in your lane," (i.e., sticking with what you know). In the judicial arena, staying in your lane usually means deciding cases that require...more

Pennsylvania Audits Public Companies for Unclaimed Securities

Holders that use third-party transfer agents, such as Computershare, should check their mailboxes, as they are likely to have a notice from Pennsylvania of an unclaimed property audit. Pennsylvania has engaged...more

CSA Proposes Protocols to Improve Proxy Voting Infrastructure and Vote Reconciliation Process

As the next step in its effort to improve the proxy voting infrastructure and vote reconciliation process, the Canadian Securities Administrators (CSA) has published CSA Multilateral Staff Notice 54-304 Final Report on Review...more

Restarting the Clock: Court of Appeal Affirms Two-Year Limitation Period for Oppression Remedy Cases

In its recent decision in Maurice v. Alles, the Court of Appeal for Ontario held that oppression remedy claims under the Ontario Business Corporations Act (OBCA) must be commenced within the general two-year limitation period...more

Inspecting Foreign Corporation Shareholder Lists

Recently, I’ve written about the “absolute” right of shareholders to inspect the shareholders list pursuant to California Corporations Code Section 1600. Readers at, or representing, foreign corporations may have skipped...more

Leaving Real Estate Investment Trusts in the Cold: How the Americold Case Could Preclude Establishing Diversity Jurisdiction in...

The Supreme Court’s most recent citizenship opinion, Americold Realty Trust v. Conagra Foods, Inc., could make removing or keeping a case in federal court based on diversity more difficult for a statutory trust with a...more

Supreme Court Upholds Strict Diversity of Citizenship of Non-Corporate Entities for Diversity Jurisdiction

In a unanimous decision on March 7, 2016, the United States Supreme Court affirmed its longstanding principle that unincorporated entities cannot claim diversity jurisdiction for federal court purposes. This case highlights...more

Your daily dose of financial news The Brief – 4.26.16

In major media news yesterday, Gannett has bypassed Tribune Publishing’s leadership and gone directly to its shareholders with a $815 million takeover offer. If accepted, the move would add the LA Times and Chicago Tribune to...more

More On Inspecting The Shareholder List And The Regulation Of Alien Implants

Yesterday’s post discussed California’s “absolute” right of shareholders to inspect the shareholder list established by Section 1600 of the California Corporations Code. Some additional points are briefly worth noting...more

Is Your Corporation “Zeroing Out” Income at End of Year Through Bonuses? Watch Out!

For the last few years the IRS has warned taxpayers that it would look closely at year-end bonuses that resulted in “zeroing out” taxable income of a corporation by deducting the bonuses as salary rather than a payment of...more

Inspecting The Shareholder List

Section 1600(a) of the California General Corporation Law establishes the “absolute right” of a shareholder or shareholders to inspect the shareholder list. To be eligible to exercise this right, the shareholder or...more

IRS Proposes Updates to Rules for Deemed Distributions of Stock and Stock Rights

On April 13, 2016, the U.S. Department of the Treasury issued proposed regulations under Section 305(c) of the Internal Revenue Code that would resolve certain issues relating to the amount and timing of deemed distributions...more

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