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Shareholders

Nevada Favors New York Over Delaware Precedent For SLC Review

by Allen Matkins on

Nevada law endows a board of directors “full control over the affairs of the corporation”. NRS 78.120(1). This control is subject only to such limitations as may be provided by NRS chapter 7, or the articles of...more

Delaware Law Updates – Anti-Reliance Provision In Merger Agreement Justifies Non-Payment Of Working Capital Deficiency

by McCarter & English, LLP on

Sparton Corp. v. O’Neil, et al., C.A. No. 12403-VCR (Del. Ch. Aug. 9, 2017) – In this opinion, the Delaware Court of Chancery addressed a situation in which a purchaser of a company discovered that the actual amount of...more

Forging ahead with “entire fairness,” or playing it safer (procedurally speaking)

by Ropes & Gray LLP on

Controlling stockholder buyouts of Delaware corporations are generally scrutinized under the lens of “entire fairness” to determine whether the transaction was the product of fair dealing and fair price. Notably, however,...more

In re Martha Stewart Living Omnimedia, Inc. Stockholder Litigation: MFW Provides Recipe for Protecting One-Sided Controller...

by Perkins Coie on

In its opinion in In re Martha Stewart Living Omnimedia, Inc. Stockholder Litigation,[1] issued in August 2017, the Delaware Chancery Court addressed a question left open under Kahn v. M&F Worldwide Corp.[2] (MFW)—namely,...more

Blog: Will Board Diversity Be The New Proxy Access?

by Cooley LLP on

In 2014, NYC Comptroller Scott Stringer, who oversees the NYC pension funds, submitted proxy access proposals to 75 companies—and ignited the push for proxy access at public companies across the U.S. The form of proxy access...more

Can legal costs constitute financial assistance?

by Hogan Lovells on

It is not uncommon for a target company to bear the legal costs incurred by its shareholders in respect of a sale of its shares. On face value, this practice appears benign. However, an analysis reveals that this may fall...more

Shareholder Activism Dealt a Blow in Australia's Federal Court

by Jones Day on

The Background: In RBC Investor Services Australia Nominees Pty Limited v Brickworks Limited [2017] FCA 756 (10 July 2017) ("Brickworks case"), a large institutional investor sought to dismantle a cross shareholding...more

Blog: Why Have Institutional Investors Become So Outspoken On Corporate Governance Issues At Their Portfolio Companies?

by Cooley LLP on

The substantial increase in activism on corporate governance issues by large institutional shareholders and asset managers qua investors has been hard to miss. Now, joining the ranks of these other enormous asset managers and...more

International News: Focus on Health Care - Fall 2017

by McDermott Will & Emery on

Nationalism and Cross-Border M&A: Navigating Populist Politics in Deal Making - More than half of the G20 countries voted-in campaigns that focused on harming foreign, outside interests as a means to strengthen domestic...more

Dealing with an Unsolicited Offer - The Bank Account

by Bryan Cave on

On today's episode Jonathan Hightower and Rob Klingler discuss how to handle unsolicited offers for your bank....more

Blog: Martha Stewart Decision Draws Roadmap for Controller Sales to Third Parties

by Cooley LLP on

A transaction involving a controlling stockholder on both sides of the deal presents a clear conflict of interest that will result in heightened scrutiny under the “entire fairness” standard of review if later challenged....more

TUPE transfer after a share purchase

by Dentons on

It is generally accepted that the TUPE Regulations will not apply to a transfer of shares. This is because there is no change in identity of the employer following a share sale. All rights, duties and liabilities in...more

Delaware Law Updates: 2017 Year To Date Review

by McCarter & English, LLP on

Our Delaware Corporate and Alternative Entity Law attorneys closely follow the opinions coming from Delaware’s Supreme Court and Court of Chancery. Our 2017 Year to Date Review is a collection of brief summaries of selected...more

Recent Tax Court Decision in Crestek – a Cautionary Tale for U.S. Companies with Foreign Subsidiaries

by Fenwick & West LLP on

In a ruling with tax implications for U.S. corporations with foreign subsidiaries, the U.S. Tax Court has held that transactions between a U.S. parent company and its controlled foreign corporations constitute “United States...more

Part Cash, Part Stock, 100% Taxable – New IRS Guidance on RIC and REIT Distributions

by Dechert LLP on

The U.S. Internal Revenue Service (“IRS”), on August 11, 2017, issued Revenue Procedure 2017-45 (the “New Revenue Procedure”).1 Pursuant to the New Revenue Procedure, the IRS will treat part cash and part stock distributions...more

D.C. Court Sends a Harsh Reminder to Yukos Shareholders: Section 1782 Discovery is Discretionary

by Arnall Golden Gregory LLP on

In re Application for an Order Pursuant to 28 U.S.C. § 1782 to Conduct Discovery for Use in a Foreign Proceeding, No. 1:17-MC-01466-BAH (D.D.C. Aug. 18, 2017) - Section 1782 discovery is a powerful tool in the hands of...more

Indonesia tightens control over changes in shareholding and boards of oil and gas, power, geothermal and mining companies (updated...

by Allen & Overy LLP on

Less than three weeks after its issue, the Minister of Energy and Mineral Resources has revoked Regulation No. 42 of 2017 on Supervision of Business Activities in the Energy and Natural Resources Sector and replaced it with...more

Court Of Chancery Gives Guidance On What Constitutes Bad Faith

by Morris James LLP on

In Re Meadwestvaco Stockholders Litigation, C.A. No. 10617-CB (August 17, 2017) - As this decision explains, to state a claim attacking a merger on the basis that the Board acted in bad faith you need more than ...more

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

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

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