News & Analysis as of

Shareholders

The German Transparency Register is coming: New obligations for legal entities in Germany to disclose beneficial ownership...

by Dechert LLP on

Highlights - - Implementation of a public Transparency Register on beneficial ownership of legal entities. - Notification obligation applies to incorporated companies and certain other legal entities and arrangements;...more

Suing The CEO For Social Activism Is Likely To Be Challenging Under Nevada Law

by Allen Matkins on

Yesterday’s post concerned asked the question whether shareholders can sue CEOs for social activism. The answer is of course, yes. The more interesting question is whether shareholders will win the suit. To answer that...more

Delaware Court of Chancery Extends Business Judgment Rule Deference to Controller Transactions Involving Third-Parties

On August 18, 2017, the Delaware Court of Chancery granted defendants’ motion to dismiss a class action brought by former minority stockholders of Martha Stewart Living Omnimedia, Inc. (“MSLO”) against Martha Stewart and...more

Business Litigation Reporter - August 2017

by Goodwin on

In This Issue - Though law firms have been handling litigation on behalf of corporate clients for decades, industrywide surveys continue to suggest that, in a significant portion of cases, these clients feel they are not...more

Two Delaware Decisions Make Statutory Appraisal a Less Attractive Remedy

by Saul Ewing LLP on

During the past several weeks, the Delaware Supreme Court and the Delaware Court of Chancery have issued two opinions, ACP Master, Ltd. v. Clearwire Corporation and DFC Global Corporation v. Muirfield Value Partners, L.P.,...more

ESOP: An Exit Strategy

by Davis Wright Tremaine LLP on

One way for business owners to transition their ownership to their employees and to receive liquidity for their shares is through the creation of an employee stock ownership plan (ESOP). According to the National Center for...more

Blog: Deregulation? What Deregulation? Two (Persistent) Campaigns For Enhanced Disclosure Requirements

by Cooley LLP on

Notwithstanding the deregulatory emphasis of the current administration, two campaigns are currently being waged to convince the SEC to adopt new regulations mandating more disclosure—one related to human capital management...more

Delaware Law Changes Method To Record Stockholders

by Roetzel & Andress on

Delaware is known for being a trailblazer in the area of corporate law. In keeping with tradition, Delaware is the first state to formally recognize the ability of a corporation to record stockholder transactions using...more

Twist & shout: California appellate court allows reverse veil piercing against LLC

by Thompson Coburn LLP on

The California’s Fourth Appellate District has concluded that “reverse veil piercing” is possible to add a limited liability company to a judgment against the 99 percent owner of that LLC, in a decision that distinguishes...more

IRS Issues Guidance on Stock/Cash Dividends for REITs and RICs

On August 11, 2017, the Internal Revenue Service released guidance allowing publicly offered real estate investment trusts and regulated investment companies to distribute earnings in a combination of cash and stock as long...more

Revisiting Rule 10b5-1 Trading Plans

I am sometimes surprised by the number of insiders who trade in their company’s stock outside of Rule 10b5-1 trading plans. It is often said, with some accuracy, that executive officers, directors and other insiders always...more

Curing Corporate Missteps Under Delaware Corporate Law

by Fox Rothschild LLP on

As every founder knows, starting and scaling a company is an extremely difficult and multi-faceted undertaking. In addition to the primary goals of developing a viable product, finding (and in some cases building from...more

Lehman Ruling Sets Stage For Future Subordination Contests

In the case In re Lehman Brothers Holdings Inc., 855 F.3d 459 (2d Cir. 2017), the U.S. Court of Appeals for the Second Circuit affirmed a district court order subordinating the claims of former Lehman Brothers employees for...more

Minnesota Supreme Court Articulates Test for Direct Versus Derivative Claims in In re Medtronic, Inc. Shareholder Litigation

by Faegre Baker Daniels on

On August 16, 2017, the Minnesota Supreme Court decided In re Medtronic, Inc. Shareholder Litigation, holding that a shareholder’s claim is properly characterized as a direct claim, not a derivative claim, if the shareholder...more

In Brief: Second Circuit Reaffirms Broad Scope of Bankruptcy Code’s Subordination of Shareholder Claims

by Jones Day on

Section 510(b) of the Bankruptcy Code provides a mechanism designed to preserve the creditor/shareholder risk allocation paradigm by categorically subordinating most types of claims asserted against a debtor by equityholders...more

Delaware Court Of Chancery Recommends Limiting The Preclusive Effect Of Prior Decisions On Demand Futility In Derivative Lawsuits ...

by Shearman & Sterling LLP on

On July 25, 2017, Chancellor Andre G. Bouchard of the Delaware Court of Chancery issued a supplemental opinion, responding to a remand order from the Delaware Supreme Court, in which Chancellor Bouchard recommended that the...more

Inside And Outside Reverse Veil Piercing

by Allen Matkins on

UCLA Professor Stephen Bainbridge has published several posts commenting on my post discussing Curci Invs. v. Baldwin, 2017 Cal. App. LEXIS 698. The issue in Curci was whether reverse veil piercing of a limited liability...more

And the Award For Most Oppressive Conduct By a Majority Shareholder Goes to . . .

by Farrell Fritz, P.C. on

Over the years I’ve litigated and observed countless cases of alleged oppression of minority shareholders by the majority. Oppression can take endlessly different forms, some more crude than others in their execution, some...more

Growing Concerns with Proposed Amendments Affecting Private Businesses and their Shareholders

by Bennett Jones LLP on

On July 18, 2017, Minister of Finance Bill Morneau announced sweeping changes to the way private businesses and their shareholders are taxed. The Government's proposals encompass three broad areas: (1) income sprinkling...more

Chancery Recommends Rule to Determine Preclusive Effect of Judgments in Prior Derivative Actions

by Morris James LLP on

The predominant approach in most jurisdictions to determine whether the dismissal of a derivative action based on the failure to adequately plead demand futility bars re-litigation of this issue in a subsequent derivative...more

Stock Indices Take Action to Exclude Multi-Class Share Structures

by King & Spalding on

The S&P Dow Jones and FTSE Russell indices recently took actions designed to exclude companies with multi-class share structures from several of the most prominent market indices. On July 31st, S&P Dow Jones announced that...more

Further Clarification from Delaware Supreme Court on Deal Price in Statutory Appraisal Actions

by Polsinelli on

The Delaware Supreme Court offered further guidance this week on the weight to be accorded a negotiated deal price in the context of shareholder appraisal litigation, which of course is important to businesses and counsel...more

Blog: Corp Fin Refuses To Allow Exclusion Of New Form Of Proxy Access Fix-It Proposal

by Cooley LLP on

It ain’t over till it’s over, as they say. You may have thought that, after the series of staff no-action positions allowing exclusion of so-called “fix-it” proposals during the last proxy season, we had seen the last of...more

S&P Announces Methodology Change for Multi-Class Shares

On July 31, 2017, S&P Dow Jones Indices (“S&P”) issued a press release announcing a methodology change for multi-class shares following its consultation published on April 3, 2017. The S&P Composite 1500 and its component...more

Delaware Encourages Blockchain Technology Through Legal and Technological Innovations

by Pepper Hamilton LLP on

On July 21, Delaware governor John C. Carney Jr. signed into law a series of amendments to the Delaware General Corporation Law (DGCL) that will allow companies to keep shareholder information on blockchain technology-based...more

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