Shareholders

Re: Sino-Forest Corporation – When is an Indemnity Claim Really Just an Equity Claim?

by Domenico Magisano, Jason Squire | Lerners LLP on 5/16/2013

When public companies are accused of accounting irregularities, class action shareholder litigation often follows. The case of Sino-Forest Corporation (“SFC”) is such an example. Weighed down by allegations of accounting...more

Swiss Voters Approve “Against the Rip-Off” Referendum Restricting Corporate Compensation

by Celia Joseph | Fisher & Phillips LLP on 5/15/2013

On March 3, 2013, voters in Switzerland approved a referendum providing one of the world’s most onerous restrictions regarding executive compensation. The referendum entitled, “Eidgenössische Volksinitiative ‘gegen die...more

Third Circuit Holds That Shareholder-Director Cannot Sue For Discrimination

by Tracey Diamond | Pepper Hamilton LLP on 5/15/2013

The Third Circuit Court of Appeals recently ruled that a shareholder-director of a closely held family corporation was not an “employee” under Title VII, and therefore could not sue for discrimination. See Mariotti v....more

But Wait, California May Require Even More In Annual Reports To Shareholders

by Keith Paul Bishop | Allen Matkins Leck Gamble Mallory & Natsis... on 5/14/2013

Yesterday’s blog discussed California’s requirement that many domestic and foreign corporations send financial statements to their shareholders. If a corporation has 100 or more holders of record (determined in accordance...more

California Requires Many Foreign Corporations To Send Annual Financial Statements To Shareholders

by Keith Paul Bishop | Allen Matkins Leck Gamble Mallory & Natsis... on 5/13/2013

California is a net exporter of corporate charters, but it remains home to many corporations. As a result, the California Corporations Code has a preternatural concern with foreign corporations. ...more

QCA Revises Corporate Governance Code for Small and Mid-Size Quoted Companies

by Iain Wright | Morgan Lewis on 5/8/2013

New QCA code highlights the importance of relationships between companies and their shareholders and aims to provide clear, detailed guidance on the characteristics and composition of effective, independent boards....more

Delaware Court Opens the Door to Private Dilution Claims Against Venture Capital Firms

by King & Spalding on 5/6/2013

The Delaware Court of Chancery’s recent opinion in Carsanaro v. Bloodhound Technologies is a wake-up call to venture capital firms. In a nearly 40 page opinion, Vice Chancellor Laster held that VCs are not necessarily immune...more

What Makes A Director “Independent”?

by Jim Kramer, M. Todd Scott, Alex Talarides | Orrick - Securities Litigation and Regulatory... on 5/3/2013

What makes a director “independent”? That question is important, not only to investors who want to ensure that boards of directors exercise objective judgment on corporate affairs, but also to companies, who need assurance...more

Pennsylvania Court Dismisses Shareholder Derivative Action Against Directors of H.J. Heinz Under Cuker v. Mikalauskas and the...

by Michael Kichline, Peter Kreher, William McEnroe | Dechert LLP on 5/2/2013

The Honorable Christine Ward of the Allegheny County Court of Common Pleas in Pittsburgh dismissed a consolidated shareholder derivative suit against the Board of Directors of H.J. Heinz Co. (“Heinz”) following a...more

NYSE Proposes to Remove Separate Voting Standard for Listed Companies

by Miriam R. Sowinski | Holland & Knight LLP on 5/2/2013

The New York Stock Exchange (NYSE) recently filed a proposal with the Securities and Exchange Commission (SEC) to delete Rule 312.07 of its listing standards. The historically controversial shareholder voting rule currently...more

Employee Shareholder Status – An Innovative Solution for Innovative Employers?

by William George, Mandy Perry, Nicola Whiteley | Orrick - Global Employment Law Group on 5/1/2013

After twice rejecting the Government’s proposals, the House of Lords has just finally voted to accept the much argued Clause 27 of the Growth and Infrastructure Bill, thereby paving the way for new legislation that will...more

Forming A Corporation? What Do “Corporate Formalities” Mean and How Difficult Are They To Implement?

by Ian Scott | Scott Legal Services, P.C. on 5/1/2013

When deciding on which business entity to select, a corporation is almost always one of the options considered. The primary reason is a Corporation solves the problem of potentially losing your personal assets by separating...more

Public Company Adviser - April 2013: New Life Breathed into SEC’s Unbundling Rules

by King & Spalding on 4/30/2013

The SEC’s “unbundling” requirements have largely been the stuff of SEC lore -- periodically referred to but rarely seen in corporate governance matters. However, thanks to the high profile dispute between David Einhorn’s...more

Investigation of Merger of PROLOR Biotech and OPKO Health FAQ

by Wohl & Fruchter LLP on 4/29/2013

We are investigating the proposed merger of PROLOR Biotech, Inc. (PROLOR) (NYSE: PBTH) with OPKO Health, Inc. (OPKO). As set forth in our FAQ, our investigation concerns whether approval of the transaction was improperly...more

UK Employment Alert No 208: Employee-Shareholder Status

by Katie Clark | McDermott Will & Emery on 4/29/2013

On 8 October 2012, George Osborne announced that the UK Government was proposing a new type of employment contract, dubbed the “employee-shareholder” contract....more

White Collar Watch - April 2013

by Bruce D. Armon, Andrea P. Brockway, Michael Finio, Christopher R. Hall, Keith Lorenze, Nicholas J. Nastasi, Courtney L. Schultz, Brian Simons | Saul Ewing LLP on 4/23/2013

In This Issue: - Third Circuit Panel Liberalizes “Protected Activity” Immunity for Employees Claiming Whistleblower Status - Doing Time: A Requirement for White Collar Crime? - Casting a Smaller Net:...more

M&A Deal Counsel’s Role In Creating A Winning Written Record For Defending Breach Of Fiduciary Duty Litigation

by Ryan Costa, Pamela Millard, Michael Pittinger, Jacqueline Rogers, Janine Salomone | Potter Anderson & Corroon LLP on 4/22/2013

While M&A transactions give rise to many different types of litigation, including disputes between the merger parties and statutory appraisal actions, the most common type of litigation stemming from public company mergers is...more

Shareholders Can't Block Asset Sales When Receivers Manage

by Katie Briscoe, Robert McWhorter | Nossaman LLP on 4/22/2013

Under California law, minority shareholders owning 10 percent or more of a corporation can block a sale of assets to the controlling shareholders in dissolution proceedings. However, that rule does not apply where the court...more

In The SDNY, Hindsight Is No Substitute For Red Flags When Alleging Scienter

by George E. Greer, Christine Louie, Danielle Van Wert | Orrick - Securities Litigation and Regulatory... on 4/16/2013

On April 8, 2013, Judge Shira A. Scheindlin of the Southern District of New York granted auditor Deloitte Touche Tohmatsu CPA’s (“DTTC”) motion to dismiss a shareholder class action, finding that plaintiffs failed to...more

Court Invalidates Director Elections Due To Voting Instructions Provided By Telephone

by Matthew Fleming | Dentons on 4/11/2013

In a recent decision,the Supreme Court of British Columbia set aside and declared invalid an annual general meeting of shareholders and the resolutions passed at the meeting following a proxy fight between management and...more

Liability of Directors in Canada – An Excerpt

by Ellyn Law LLP on 4/10/2013

This article is an excerpt of the Canada Chapter of International Liability of Corporate Directors, 2nd edition, published by Juris Publishing in February 2013. This excerpt excludes numerous aspects of the full chapter,...more

SOX Whistleblower Protection Expanded by a Federal Appeals Court

by Katherine H. Marques, Michael Starr | Holland & Knight LLP on 4/8/2013

A federal appeals court recently made it substantially easier for plaintiffs to assert claims that they were fired for "whistleblowing" activity protected by the Sarbanes-Oxley Act ("SOX"). In Wiest v. Lynch, 2013 WL 1111784...more

Eluv Holdings (BVI) Ltd., et al. v. Dotomi, LLC, C.A. No. 6894-VCP (Del. Ch. Mar. 26, 2013) (Parsons, V.C.)

by Potter Anderson & Corroon LLP on 4/8/2013

The Court of Chancery’s memorandum opinion in Eluv Holdings (BVI) Ltd. v. Dotomi, LLC awarded a defendant company summary judgment on plaintiffs’ claim for declaratory judgment regarding their purported ownership of...more

New Jersey Makes Itself Business Friendly

by Marshall McLean | McCarter & English, LLP on 4/8/2013

On April 2, 2013, Governor Chris Christie signed P.L. 2013, C.40, P.L. 2013, C.41 and P.L. 2013, C.42 into law. The three laws are intended to make New Jersey more business friendly by aligning New Jersey's corporate statutes...more

Delaware Supreme Court Reverses Chancery And Gives Collateral Estoppel Effect To California Federal Court’s Dismissal Of...

by Bradley Voss | Pepper Hamilton LLP on 4/5/2013

In its widely followed Allergan decision, the Delaware Court of Chancery declined to apply collateral estoppel to dismiss a Delaware derivative complaint even though a California federal court dismissed (with prejudice)...more

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