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News & Analysis as of

Former Bank Executive Sentenced to 30 Months in Prison for Role in TARP Fraud Scheme

On August 20, former bank executive Charles Antonucci was sentenced to 30 months in prison for his role in organizing a scheme involving self-dealing, bank bribery, embezzlement of bank funds, attempting to fraudulently...more

Investment Fund Violates “Investment-Only” HSR Exemption

At the request of the Federal Trade Commission (“FTC” or “Commission”), the Department of Justice (“DOJ”) filed this week in federal court a proposed settlement to charges that an investment fund violated the...more

Third Point Settles FTC Charges That They Violated U.S. Premerger Notification Requirements

On August 24, 2015, the FTC announced that Third Point Funds (“Third Point”), which includes three affiliated hedge funds commonly managed, agreed to settle FTC charges that it violated premerger reporting requirements in...more

Straight Outta Delaware: JLI Invest S.A. et al. v. Cook et al.

As soon as we start to think that Delaware’s unclaimed property practices and administration couldn’t possibly get any more egregious, another lawsuit like JLI Invest S.A. et al. v. Cook et al., Case No. 11274 surfaces. The...more

SEC Approves Final Rules for Pay Ratio Disclosure

The Securities and Exchange Commission (SEC) adopted the final "pay ratio" disclosure rules to implement Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) at an open meeting on...more

Use of Estonia in U.S. International Tax Planning

According to recent estimates, Estonia, which is situated halfway between Stockholm and St. Petersburg, currently has more than 350 start-up technology companies – one for every 3,700 citizens – and the government expects...more

Seventh Circuit Affirms District Court on Remand in Jones v. Harris Associates

In Jones v. Harris Associates L.P., the Supreme Court adopted the Gartenberg standard for cases brought under Section 36(b) of the Investment Company Act of 1940: “[T]o face liability... an investment adviser must charge a...more

Shareholders sue mobile security firm for failing to disclose hacking incident before IPO

MobileIron, Inc. was sued late last week by shareholders in a proposed class action for allegedly failing to disclose a hacking incident just weeks before its initial public offering (IPO). The suit, filed on behalf of...more

UK Companies Must Maintain a PSC Register by January 2016

The Corporate & Financial Weekly Digest edition of October 17, 2014, discussed the Small Business, Enterprise and Employment Act 2015 (SBEE) and the potential impact the proposed transparency provisions will have on UK...more

Former In-House Attorney Cannot Duck Trade Secrets Allegations with Anti-SLAPP Motion

On July 17, 2015, a California appellate court affirmed the denial of an intellectual property attorney’s anti-SLAPP motion against his former employer. Terrence Wyles, the defendant and former in-house counsel for medical...more

Glossary of Important Securities Regulation Terms and Definitions

This Glossary is designed to provide law students taking Securities Regulation with a tool that will assist them in learning the basic language of securities law and achieve a working knowledge of the fundamental principles...more

Be Global - July 2015

The UK Government has now published its plans for when radical new transparency in supply chain reporting comes into effect, brought in by the Modern Slavery Act. As from October 2015, assuming timings are kept in the...more

Mergers & Acquisitions Glossary

This Glossary contains many of the important terms and definitions used in the M&A world. The Glossary is not exhaustive, however. Like most areas of the law, M&A is a highly complex subject that involves several legal and...more

Russian Legislation Update

In this issue: - Corporate: Civil Code Reform, Model Company Charters - Rating Agencies - Import Substitution - Currency Control - Banking - Excerpt from Corporate: Civil Code Reform: On 29 June 2015...more

Minority Shareholder Owed No Fiduciary Duty To Other Shareholders In Merger Transaction

Judge Gale's decision earlier this month in Corwin v. British American Tobacco PLC, 2015 NCBC 74 dismissed all of the claims of the Plaintiff class. If the name Corwin is ringing a bell with you, his case is the shareholder...more

Appraisal Claims Dismissed Due to Custodial Banks' Technical Acts

Despite being a court of equity, there are certain instances where the Delaware Court of Chancery demands "strict compliance" with procedural provisions irrespective of the potential for an inequitable outcome. For example,...more

Georgia On My Mind – How Does Compliance Enhance Shareholder Value?

Can you get a sense of place from listening to a song? In an article in the Financial Times (FT), entitled “The Life of a Song – Georgia On My Mind”, Mike Hobart wrote that when you “combine Stuart Gorrell’s lyrics with Hoagy...more

A Firewall for the Boardroom: Best Practices to Insulate Directors and Officers From Derivative Lawsuits and Related Regulatory...

Shortly after the massive 2013 Target data breach, shareholders filed four derivative lawsuits against the company’s directors and some of its officers (13 CARE 624, 3/20/15). The shareholders alleged that the defendants had...more

ERISA: Clarity on When ERISA Applies to Working Owners of Small Companies

You probably already know that in small, wholly owned “mom and pop” businesses, benefits covering only the owners of the business may be exempt from ERISA....more

Court Of Chancery Denies Standing After Spin-Off

After a spin–off of a subsidiary, there is a question as to whether the subsidiary’s stockholders have standing to bring a derivative suit on behalf of the subsidiary for past wrongs against the subsidiary committed by the...more

Proxy Access—the Devil Is in the Details

Proxy access, meaning the ability of stockholders to put their nominees on management’s proxy card and create a proxy contest without having to file their own proxy statement, was the marquee issue of the 2015 proxy season....more

What To Expect in the Remainder of the 2015 Proxy Season

In this lw.com interview Latham & Watkins partners Steven Stokdyk and Jim Barrall discuss shareholder proponent types, director voter results, proxy puts and other 2015 shareholder activism trends. “There are victories in...more

Checking in on Target’s Derivative Litigation: 18 Months Later, Directors Remain Stuck in the Checkout Line

Everyone remembers the Target Corporation data breach, one of the worst in history. In late 2013, hackers forced their way into Target’s computer system, accessing the information of approximately 70 million customers,...more

French Supreme Court rules out liability for undercapitalising companies

Minimum share capital requirements have disappeared from French legislation over the last few years, leaving the société anonyme as the last and only commercial company with such a requirement, set by the French Commercial...more

Does The Power To Choose Not Include The Power To Remove?

Last week I wrote about Vice Chancellor John W. Noble’s ruling in Gorman v. Salamone, C.A. No. 10183-VCN (Del. Ch. July 31, 2015) that a stockholder adopted bylaw empowering stockholders to remove officers is invalid.  The...more

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