News & Analysis as of

Nominee Directors: Rights and Responsibilities

It is common for shareholders of both public and private companies to nominate directors to sit on the companies’ boards on their behalf. This commonly occurs when an investor is an institution, when it has the contractual...more

The SEC’s Universal Proxy Rulemaking: History & What to Expect

The SEC has announced it will consider proposed rules that permit the use of universal proxy cards in contested elections on October 26, 2016. The concept of a universal proxy has been on the periphery of the SEC’s...more

Can the Corporate Veil be Pierced Against a Former Shareholder?

A recent opinion issued by the United States District Court for the Northern District of Illinois reminds us that corporate veil-piercing liability is not exclusive to shareholders. Anyone who is in control of and misuses the...more

Blog: Is A Proxy Contest Preferable To A Quick Settlement With Activists? Some Institutional Investors Think So

The obvious tension between the interests of long-term investors, such as institutional shareholders, and short-term investors, principally represented by hedge fund activists, has been the subject of much discussion of late....more

New Test: Ontario Court Stayed Action in the Face of Broad Arbitration Agreement

In Haas v. Gunasekaram (Haas), the Court of Appeal for Ontario clarified the test for staying court proceedings under section 7(1) of the Ontario Arbitration Act and emphasized that courts should enforce arbitration...more

Dutch Collective Actions vs. Collective Settlements

As U.S. law has become less willing to entertain certain types of lawsuits on behalf of worldwide classes of plaintiffs, litigants have looked for other forums that might allow the prosecution – or at least the resolution –...more

Chasing Waterfalls

Previously I discussed the importance of a company’s cap table. In addition to the importance of the cap table while the company is a going concern, it is critically important during the exit because it is a key tool in...more

Court Applies 'Corwin' and Upholds Board's Adoption of Dissolution Plan

Contract and fiduciary duty law intersect when how a board acts, including the vote required, is affected by a shareholder agreement. Such agreements are common to enable investors to protect their investment, either through...more

Blog: PwC Survey Of Directors Showed Skepticism On The Benefits Of Shareholder Engagement, Critical Views Of Some Board Colleagues...

In its annual survey released Tuesday of more than 800 corporate directors, PwC identified ten key findings, including critical views on other board members, split views on board diversity and skeptical views on the benefits...more

Transferee Liability: The [Unlikely] Situation that your Nonprofit Receives a Charitable Gift with Expensive Tax Strings Attached

The case of Salus Mundi Foundation et al v. Commissioner - On August 15, 2016, the Tax Court decided in Salus Mundi Foundation et al v. Commissioner, T.C. Memo. 2016-154, that two foundations were liable as transferees...more

Court-Appointed “Tiebreakers” In a 50/50 Ownership Setting

When two people start a company, neither wants to give control to the other, so ownership is usually split 50/50. This sounds like a great idea at the outset, when everyone is on the same page, and there is usually no other...more

FCC Liberalizes Rules for Foreign Investment in U.S. Broadcast Licensees

On September 30, 2016, the FCC adopted an order designed to liberalize and streamline the foreign ownership review process for broadcast licensees (the “Broadcast Liberalization Order”). Section 310(b) of the Communications...more

How to Avoid Director Pay Litigation

In the last few years, Delaware courts have issued several rulings in lawsuits involving complaints of excessive compensation to non-employee directors (1). The takeaways from these cases can be summarized as follows...more

A New Arrangement? Alberta Court Requires Shareholder Vote for Acquiring Company in a Plan of Arrangement

In a recent Court of Queen’s Bench of Alberta case, Alberta Oilsands Inc. (Re) (Alberta Oilsands), Justice A. D. Macleod made a surprising decision in the context of a plan of arrangement under the Business Corporations Act...more

U.S.-India Newsletter - Vol. 2016, Issue 3

Summer 2016 was a season of change. In Europe, we saw the "Brexit," with the United Kingdom voting to withdraw from the European Union. The June referendum sent shockwaves through the business and finance communities and...more

Double-Breasted Company Owners, Officers Can Be Indicted for Underpaying Benefit Contributions

The U.S. District Court for the District of Massachusetts held in September that the shareholders and officers of a double-breasted construction company can be indicted and could go to prison if the government proves they...more

Gavel to Gavel: The insolvency dilemma for directors

In light of a recent swell of bankruptcies in Oklahoma and surrounding areas – predominantly triggered by the turbulent energy market – directors should fortify their understanding of fiduciary duties owed to companies in...more

Second Circuit Affirms Exclusion of Certain Foreign Purchasers and Purchases from Securities Class Action

The U.S. Court of Appeals for the Second Circuit issued a lengthy opinion today in the long-running In re Vivendi, S.A. Securities Litigation, affirming the jury’s verdict on liability and addressing issues about loss...more

The Qualified Subchapter S Subsidiary Election – A Primer and Beyond

Mr. Brant’s article offers readers a broad overview of the QSub election and a review of the history surrounding its statutory creation. In addition, it provides a rather in-depth discussion of the QSub qualification...more

Southern District of Texas Case Holds That Americold Does Not Apply to Mortgage-Backed Securities Trusts Because Such Trusts Are...

On March 7, 2016, the United States Supreme Court issued its opinion in Americold Realty Trust v. Conagra Foods, Inc., 136 S. Ct. 1012 (2016), holding that the citizenship of a real estate investment trust (REIT) for...more

Court of Appeal considers the treatment of contingent assets in balance sheet test

Evans v Jones [2016] EWCA Civ 660 - Executive Summary - The Court of Appeal recently considered an appeal from the liquidators of a property development company which went into creditors’ voluntary liquidation. The...more

New FAQs Clarify Shareholder Approval Rules For Stock-For-Tax Withholding

It has been close to a decade since the New York Stock Exchange (NYSE) last updated its set of frequently asked questions (FAQs) regarding equity compensation plans. On August 18, 2016, the NYSE released updated FAQs and,...more

Proposed Bayer-Monsanto merger presents a charitable planning opportunity

The announcement of the Bayer-Monsanto transaction gives shareholders a great opportunity to think about taxes and charitable planning options. Shareholders have seen a $10-$15/share bump since May, and the current...more

Court Rules Coequal Stockholders Owe Fiduciary Duties To Each Other

Stockholders in closely held corporations often operate their companies as if they were partnerships. Does that mean that the stockholders, like partners, owe fiduciary duties to each other?...more

New Case Addresses LLC Member Expulsion in New Jersey

The New Jersey Supreme Court has decided a new case addressing what it takes to expel a member from an LLC in New Jersey. The applicable statute in New Jersey (42:2C-46(e)) has three subsections dealing with expelling a...more

1,248 Results
View per page
Page: of 50
JD Supra Readers' Choice 2016 Awards

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:

Sign up to create your digest using LinkedIn*

*By using the service, you signify your acceptance of JD Supra's Privacy Policy.

Already signed up? Log in here

*With LinkedIn, you don't need to create a separate login to manage your free JD Supra account, and we can make suggestions based on your needs and interests. We will not post anything on LinkedIn in your name. Or, sign up using your email address.