Shareholders

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Delaware’s Adoption of Garner — and Practical Ways to Respond

On July 23, 2014, the Delaware Supreme Court in Wal-Mart Stores Inc. v. Indiana Electrical Workers Pension Trust Fund IBEW held that plaintiff stockholders, who make a showing of good cause, can inspect documents concerning a...more

Lead Director Network: Viewpoints: Proxy trends and advisory firm policy

Lead Director Network (LDN) and Compensation Committee Leadership Network (CCLN) members met jointly on July 17, 2014 to discuss proxy advisory firm policy and trends from the 2014 proxy season. They were joined for part of...more

Creative Shareholder Engagement–Director Videos?

Much has been written lately about the importance of shareholder engagement. (See this Doug’s Note, for example.) There has even been recent clambering to involve directors directly in shareholder engagement....more

Texas Court of Appeals Decertifies Class of Brigham Shareholders

On August 15, the Texas Court of Appeals decertified a class of Brigham Exploration Co. shareholders, holding that the trial court failed to comply with a state rule requiring rigorous analysis of certification requirements. ...more

Levick Monthly - August 2014, edition 13: The U.S. House Signals Significant Mobile Usage Upticks

In This Issue: - The U.S. House Signals Significant Mobile Usage Upticks - The Nick Hanauer Debate: Trickledown, Trickle Dee, And Trickle Dumb - Texas Supreme Court Guts Minority Shareholder Oppression...more

Personal Goodwill Of Employee Reduces Estate Tax Value Of Corporate Stock

The question of “personal goodwill” often comes up in sales of corporate assets. When a business is sold, the shareholder will often seek to sell his or her “personal goodwill” in the business separately from the...more

Substantial Holder Notices - Some Recent Developments

Substantial holder notices are essential for the existence of an informed market. As reiterated by the Takeovers Panel (Panel) in the recent Northern Iron Ltd [2014] ATP 11 (Northern Iron) decision: "the broadly cast...more

Russian Legislation Update - 21 July – 17 August 2014

In This Issue: - Corporate: Register of Shareholders - Investment Partnership - Dual Citizenship - Economic Partnership - Excerpt from Corporate: Register of Shareholders: On 31 July 2014 the...more

Director Liability for Cybersecurity Risks

If a corporation is the target of a cyberattack resulting in a data breach, its board may be the target of a shareholder derivative action claiming breach of fiduciary duty. A recent example is Palkon v. Holmes, No....more

Delaware Supreme Court Permits Stockholders to Overcome Corporation’s Attorney-Client Privilege for “Good Cause”

On July 23, 2014, the Delaware Supreme Court in Wal-Mart Stores, Inc. v. Indiana Elec. Workers Pension Trust Fund IBEW held that plaintiff stockholders, who make a showing of good cause, can inspect documents concerning a...more

Connecticut's Passage of Its Benefit Corporations and Social Enterprise Statute

Over the last few years, the phenomenon of corporations existing for the purpose of accomplishing a social good rather than only for maximizing profits for shareholders has taken root. The Connecticut General Assembly...more

IC-DISC Benefits Enhanced with Foreign Shareholders

Since the reduction in the individual tax rate on qualified dividends in 2004, the Interest Charge Domestic Sales Corporation (“IC-DISC”) has become an attractive vehicle to obtain a tax incentive for exporting U.S.-produced...more

EU Merger Law May Soon Extend To Minority Acquisitions

Economically, minority shareholdings — ranging from minimal passive investments to strategic control — are a significant phenomenon. Globally, however there is a wide variety of approaches to antitrust regulation of these...more

Directors and stockholder engagement: what path to take?

For many decades, independent directors in most public companies generally avoided face-to-face interaction with stockholders. At most, large stockholders would receive a visit from management on a swing through New York or...more

Three New Weapons to Combat Shareholder Litigation

Over the past several years there has been an overwhelming abundance of class action shareholder litigation. A study by Cornerstone Research found that in 2013 alone, 94% of mergers and acquisitions worth over $100 million...more

The Activist Investor and Negotiated Share Purchases

Steven Stokdyk is the global Co-chair of Latham & Watkins’ Public Company Representation Practice. He has extensive corporate, finance and acquisition experience representing companies, principal investors and investment...more

Litigation Alert: Ninth Circuit Issues Key Ruling on Pleading of Loss Causation in Securities Class Actions

Loos v. Immersion Corp., et. al., Case No. 12-15100, ---F.3d--- (9th Cir. 2014) - On August 7, 2014, the Ninth Circuit issued a key opinion on the pleading of loss causation in securities class actions, ruling for the...more

SOX Claim Dismissed: Rejection of IP Assignment Clause Not Protected Activity

The U.S. District Court for the Northern District of Illinois recently granted a Rule 12(b)(6) motion to dismiss a SOX whistleblower retaliation claim, concluding that the plaintiff did not engage in protected activity. Fuqua...more

One-sided “Shareholder Pays” Provisions Approved For Corporate Bylaws

The “American Rule.” To the uninitiated, that name probably conjures up fuzzy feelings of independence. The hardy spirit of our forefathers. Bootstraps and grit. Rocky IV. But to American lawyers, it’s just a rule about...more

Wisconsin Adopts Twombly, Though "No One Is Sure What Twombly Means"

In Data Key Partners v. Permira Advisers LLC, 2014 WI 86, the Wisconsin Supreme Court adopted the “plausibility” pleading standard articulated by the United States Supreme Court in Bell Atlantic Corp. v. Twombly, 550 U.S. 544...more

The Current View On Direct vs. Derivative

When a member or shareholder of a company or corporation sustains a loss, is that member’s loss directly compensable by a direct suit? Or does the member have to bring a derivative suit on behalf of the corporation? ...more

Julie Friedman v. Dara Khosrowshahi, et al., C.A. No. 9161-CB (Del. Ch. Jul. 16, 2014) (Bouchard, C.)

In this memorandum opinion, the Court of Chancery granted the defendants’ motion to dismiss a stockholder’s complaint, challenging the accelerated vesting of the CEO’s restricted stock units based on an alleged violation of...more

Significant Legislation Affecting Business Passed by General Assembly

At the end of last week, the North Carolina General Assembly passed significant legislation affecting the State’s business legal climate. With large bipartisan majorities, the Legislature adopted Senate Bill 853 (SB 853),...more

Acquisitive Reorganization Under Section 367(b)

This outline discusses, in plain English, the regulatory provisions called into play under IRC § 367(b) on acquisitive mergers and other non-divisive corporate reorganizations. A Section 367(b) acquisitive reorganization...more

The Texas Supreme Court Decision in Ritchie v. Rupe

On June 20, 2014, the Texas Supreme Court issued its opinion in Ritchie v. Rupe, 2014 Tex. LEXIS 500 (Tex. 2014). In Ritchie, a minority shareholder in a closely held corporation attempted to force the majority shareholders...more

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