Shareholders

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How to Tailor Your Strategies for Engaging With Shareholder Activists

When it comes to engaging with shareholder activists, one size does not fit all. It’s crucial to think about the activist’s goals and possible outcomes. Is the activist seeking governance reforms, or a short-term return on...more

Fee-Shifting Corporate Bylaws: What's the Law in Maryland?

In May 2014, the Supreme Court of Delaware held that a non-stock corporation could enact bylaws that could force a shareholder to pay the corporation’s legal fees, costs, and expenses if the shareholder sues the corporation...more

Political Spending Disclosures – An Idea So Good That I Think You Should Pay For It

In July 2011, a group of ten law professors filed a rulemaking petition with the Securities and Exchange Commission seeking adoption of a rule requiring disclosure of political spending by publicly traded companies. ...more

Doctors and Lawyers and Such

When doctors and lawyers get sideways with their business partners, they might dispute whether one or more of them are really “employees.” In a recent case, an anesthesiologist alleged disability and sex discrimination. To...more

Delaware Court of Chancery Rejects Controlling Stockholder Claims and Applies Business Judgment Rule to Merger Suits

In In re KKR Financial Holdings LLC Shareholder Litigation, C.A. No. 9210 (Del. Ch. Oct. 14, 2014), the Delaware Court of Chancery dismissed a shareholder derivative suit brought by shareholders of KKR Financial Holdings LLC...more

The Proper Purpose Of Discovery In Derivative Suits

A plaintiff holding less than 2000 shares files a derivative suit against a corporation’s current or former directors and officers. The trial court finds the complaint to be internally inconsistent and that regulatory...more

Corporate and Financial Weekly Digest - Volume IX, Issue 42

In this issue: - Delaware Court of Chancery Rejects Controlling Stockholder Claims and Applies Business Judgment Rule to Merger Suits - FINRA Remarks at the National Society of Compliance Professionals...more

Consequences of a Data Breach: Lessons from Wyndham Worldwide

On October 20, 2014, Wyndham Worldwide Corporation won dismissal of a shareholder derivative suit seeking damages arising out of three data breaches that occurred between 2008 and 2010. Dennis Palkon, et al. v. Stephen P....more

The Ropes Recap: Mergers & Acquisitions Law News - October 2014

In this issue: - Delaware Legislative Update - Amendments to DGCL Effective August 1, 2014 - News from the Courts - Additional Guidance on Kahn v. M&F Worldwide Corp. - Exculpation...more

Court Dismisses Shareholder Derivative Action Targeting Directors and Officers for Data Breaches

Earlier this week a federal district court in New Jersey dismissed with prejudice a shareholder derivative suit, Palkon v. Holmes, No. 14-CV-01234 (SRC) (D.N.J.), that tried to blame the directors and officers at hospitality...more

Changes on Horizon for Equity Compensation Plans as ISS Issues New Draft Policy

Recent announcements by Institutional Shareholder Services Inc. (“ISS”), a proxy voting advisor, indicate that publicly held U.S. companies may need to consider implementing certain modifications to their equity compensation...more

Delaware Chancery Rejects Books and Records Demand as Time-Barred

The Delaware Court of Chancery recently found that a shareholder’s demand for books and records was time-barred, as the alleged basis for a derivative action occurred nearly seven years ago and thus was well beyond any...more

ISS Publishes 2015 Draft Policy Changes; Comments Due by October 29, 2014

On October 15, 2014, Institutional Shareholder Services Inc. (“ISS”) published its key draft policy changes for the 2015 proxy season. There are only two proposed updates for the United States. The first introduces a new...more

Court Dismisses Shareholder Derivative Action Targeting Directors and Officers for Data Breaches

A federal district court in New Jersey has dismissed with prejudice a shareholder derivative suit, Palkon v. Holmes, No. 14-CV-01234 (SRC) (D.N.J.), that tried to blame the directors and officers at hospitality company...more

Divorce – Impacting Your Meddlin Hands Partners!

To the other four minority owners who enjoyed the meteoric rise of Meddlin Hands Cleaning Products, when Lucy Knott sued their majority partner Tigh A. Knott for divorce, the divorce was anything but routine. Lucy wants half...more

ISS Releases 2015 Draft Voting Policy Changes for Comment

On October 15, Institutional Shareholder Services (ISS), a leading proxy advisory firm, released for comment draft voting policy changes for 2015. The two significant proposals that would impact US companies are as follows...more

Tax Me Once

For technology and other start-ups, going public can be doubly taxing—literally. “Traditionally, a pre-IPO company is structured as a C corporation, which is legally subject to two tax layers, the first assessed on...more

ISS Releases 2015 Draft Voting Policies for Independent Chair and Equity Incentive Plan Proposals

Institutional Shareholder Services (ISS) recently released for public comment its 2015 draft voting policies. The draft policies relate to two topics affecting the U.S. market: independent board chair shareholder proposals...more

Business Litigation Reporter -- October 2014

California - Browsewrap Arbitration Agreement Not Enforced Against Individual Consumer. In Nguyen v. Barnes & Noble Inc., 2014 WL 4056549 (9th Cir. Aug. 18, 2014), the Ninth Circuit affirmed the denial of B&N’s motion...more

Anticipating Activism: Implications for Your 2015 Annual Meeting of Stockholders

Activist investors often begin planning their campaigns as much as a year in advance of the annual meeting. This includes accumulating stock positions, coordinating with other hedge funds in so-called “wolf packs,” analyzing...more

ISS Considering Changing Course on Independent Chair Shareholder Proposals

ISS is requesting feedback on a change to its voting policy on independent chair shareholder proposals. ISS’ current policy is to generally recommend for independent chair shareholder proposals unless the company satisfies...more

Responding to Stockholder Inspection Demands Under Delaware Code § 220

Delaware Code § 220 gives stockholders the right to inspect a corporation’s books and records, but that right is subject to certain important limitations that have developed in the Delaware caselaw. When a corporation is...more

European M+A News, Fall 2014

In This Issue: - Shareholder Activism in Germany - Reinforced Ukraine-Related Sanctions on Russia - Current Developments Foreign Direct Investment into EU Increasing - Rising Confidence – European...more

Minority Shareholder Rights In Pennsylvania And Florida: A Tale Of Two Very Different Approaches

This article analyzes the development of the law relating to treatment of minority shareholders in Pennsylvania and Florida. The article discusses what type of conduct is actionable, what remedies are available as well as...more

SEC Charges Corporate Insiders and Public Companies with Violations of Section 16 and Section 13 Reporting Obligations

In an enforcement sweep recently brought by the U.S. Securities and Exchange Commission (“SEC”), 28 officers, directors and major shareholders were charged with violations of the reporting requirements relating to equity...more

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