News & Analysis as of

Stock Repurchases

The Fed's Small BHC Policy Statement—Regulatory Relief for Bank Growth and Acquisitions

by Jones Day on

The Small Bank Holding Company ("BHC") Policy Statement ("Policy Statement") was adopted by the Federal Reserve in 1980 to facilitate transfers of small banking organizations, including BHCs formed to assume individuals' bank...more

"Delaware Supreme Court Examines Director Disinterestedness, Independence"

Delaware law provides important tools for directors to maintain control of derivative lawsuits.1 One such tool is the “demand requirement” embodied in Court of Chancery Rule 23.1, which requires that before a stockholder acts...more

Delaware Chancery Court Dismisses Breach Of Fiduciary Duty Claims By Minority Stockholder Of Subsidiary In Relation To Acquisition...

by Shearman & Sterling LLP on

On May 2, 2017, Vice Chancellor Laster of the Delaware Court of Chancery dismissed a purportedly derivative and putative class action brought by a minority stockholder of software company VMware, Inc. (“VMware”), a subsidiary...more

Failure To Return Shares Subject To Repurchase Right Supports Conversion Claim

by Allen Matkins on

Closely held issuers often include a repurchase right in their equity award agreements. I expect that in most cases, shareholders will comply with these provisions. When a shareholder doesn’t, the company’s most obvious...more

Commercial Division Dismisses Claim Against Major Chinese Securities Firm Due to Lack of Personal Jurisdiction

In Lantau Holdings, Ltd. v. Orient Equal International Grp., No. 653920/2016, 2017 BL 77469 (Sup. Ct. Mar. 6, 2017), Judge Anil C. Singh of the New York County Commercial Division dismissed several claims by the plaintiff,...more

When A Share Rescission Is Not A Distribution

by Allen Matkins on

Section 166 of the California Corporations Code defines “distribution to its shareholders”. Knowing what constitutes a distribution to shareholders is important because Chapter 5 of the General Corporation Law imposes...more

A "PATH" to Substantial Tax Savings: Qualified Small Business Stock

by Foley Hoag LLP on

In the early 1990s, Congress enacted the qualified small business stock (“QSBS”) rules to incentivize equity investments in certain corporations. The QSBS rules reduce the effective federal income tax rate on the gain...more

Justice Friedman of the New York Supreme Court Dismisses Two FHFA Repurchase Actions

On April 12, 2016, Justice Marcy Friedman of the New York Supreme Court granted motions to dismiss in two RMBS breach of contract actions filed by FHFA against Morgan Stanley ABS Capital I Inc. (“MSAC”) and Morgan Stanley...more

Second Circuit Finds that Barclay’s Bought Lehman’s Assets Free and Clear of FirstBank’s Claims

by King & Spalding on

On March 29, 2016, the Second Circuit Court of Appeals ruled that FirstBank Puerto Rico (“FirstBank”) could not recover from Barclays Capital Inc. (“Barclays”) the securities (“Securities”) pledged by it, in connection with a...more

SEC Permits Shareholder Proposal for Favoring Repurchases over Dividends to Move Forward

The SEC has denied no-action relief to exclude the following shareholder proposal submitted to several companies by Jonathan Kalodimos: Resolved: Shareholders of ITT Corporation ask the board of directors to adopt and...more

Three Important Structured Finance Court Decisions of 2015

by Dechert LLP on

The courts have been busy this year, handing down several key decisions which have affected the structured finance landscape.  Among them are Omnicare, Ace Securities and Madden.  In the grand tradition of the Golden Turkey...more

The Second Circuit Holds That Claims Against Lehman Brothers Related to Bilateral Repurchase Transactions Do Not Qualify for...

by Shearman & Sterling LLP on

On June 29, 2015, the United States Court of Appeals for the Second Circuit affirmed the decision of the United States Bankruptcy Court for the Southern District of New York, which held that claims asserted by counterparties...more

The ABI Commission on Business Bankruptcy Reform: Paying "Critical Vendors" - Will Congress Finally Act?

by BakerHostetler on

This is the second in a series of Alerts regarding the proposals made by the American Bankruptcy Institute’s Select Commission to Reform Chapter 11 Business Bankruptcies. It covers the Commission’s recommendations about the...more

SEC Proposes Rules to Modernize and Enhance Information Reported by Investment Companies and Investment Advisers

On May 20, the Securities Exchange Commission proposed changes to rules affecting the reporting and disclosure obligations of registered investment companies and advisers. Investment Company Proposals: The SEC...more

Orrick's Financial Industry Week in Review

European Commission Requests 11 Member States to Implement Bank Recovery and Resolution Directive (BRRD) - On May 28, 2015, the European Commission published a press release announcing that it has requested 11 member...more

Overview and Analysis of Select Provisions of the ABI Chapter 11 Reform Commission Final Report and Recommendations - Part Two of...

Last month, Orrick’s Restructuring team began a three-part look at the American Bankruptcy Institute’s Chapter 11 Reform Report. In part one we looked at issues related to confirmation, valuation, financing and asset sales....more

Orrick's Financial Industry Week in Review

ESMA Publishes Final Technical advice on the MiFID II Directive and MiFIR - On December 19, 2014, the European Securities and Markets Authority (ESMA) published final technical advice (ESMA/2014/1569) to the European...more

WORD OF THE DAY® for Hedge Funds – Accelerated Share Repurchase

by Latham & Watkins LLP on

Latham & Watkins partner Rafal Gawlowski explains the Hedge Funds term Accelerated Share Repurchase, a method used by an issuer to buy back its own shares from the market via a dealer. For additional definitions of hedge fund...more

Blog: Will The New Coca-Cola Guidelines Become The “Classic” Model Or Just “New Coke”?

by Cooley LLP on

Coca-Cola’s decision to scale back the use of its equity compensation plan and adopt “equity stewardship guidelines” has certainly received a lot of press – for an equity plan, that is. (See for example, these pieces, in the...more

Are Stock Buybacks Hurting The Economy?

by Cooley LLP on

According to “Companies’ Stock Buybacks Help Buoy the Market,” by Dan Strumpf, published in the WSJ on September 15, 2014, “[c]ompanies are buying their own shares at the briskest clip since the financial crisis, helping fuel...more

The Activist Investor and Negotiated Share Purchases

by Latham & Watkins LLP on

Steven Stokdyk is the global Co-chair of Latham & Watkins’ Public Company Representation Practice. He has extensive corporate, finance and acquisition experience representing companies, principal investors and investment...more

Do You Need a Pre-Nup … for Your Co-Founders?

by Foley & Lardner LLP on

When you pop the question, “Will you co-found with me?”, you are probably not already thinking about separation. However, not all partnerships will go the distance. Personalities will clash. Creative visions will...more

Delaware Supreme Court Holds That a Minority Stockholder Has No Common Law Right to a Conflict-Free Board Decision Regarding the...

In Blaustein v. Lord Baltimore Capital Corp., No. 272, 2013, 2014 Del. LEXIS 30 (Del. Jan. 21, 2014), the Delaware Supreme Court held that a closely-held corporation’s directors owe no fiduciary duty to decide, free from...more

Claims Under Repurchase Transactions Do Not Qualify As Customers’ Claims in Broker-Dealers’ Liquidation

by Dechert LLP on

Judge James M. Peck of the Bankruptcy Court for the Southern District of New York held, on June 25, 2013 (the “Lehman Op.”), that claims under repurchase transactions (“Repos”) do not qualify as customer claims and therefore...more

Corporate Finance Alert: Share Repurchases

In recent months, a number of companies have repurchased or announced plans to repurchase their shares. Management and boards of directors overseeing companies with significant cash stockpiles yet finding fewer mechanisms to...more

26 Results
|
View per page
Page: of 2
Cybersecurity

"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 using*

Already signed up? Log in here

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