Bill on Bankruptcy: US Airways Need a Merger More than AMR
Bill on Bankruptcy: Kodak Plan Bumps the Debt, Craters Stock
Bill on Bankruptcy: Why is Kodak's Stock Soaring?
Virgin Media's Lawyer on Liberty Global Deal
On August 25, the DOJ unsealed an indictment charging three defendants each with (i) one count of conspiracy to commit securities and tender offer fraud; (ii) 13 counts of securities fraud; (iii) 13 counts of tender offer...more
As social media companies and businesses rely more heavily on their social media platforms to make important company announcements, state law claims asserting negligent misrepresentation or failure to adequately disclose...more
In its August 27th post-trial opinion, In re Dole Food Co., Inc. Stockholder Litigation, the Delaware Chancery Court held Dole executives David Murdock and Michael Carter personally liable for $148 million in damages for...more
NEW PROPOSED REGULATIONS FROM THE IRS PROVIDE TAXPAYER-FRIENDLY SOLUTIONS TO ISSUES WITH TAX RETURN DUE DATES AND CIRCULAR ADJUSTMENT TO BASIS.
In the last six months, the U.S. Department of the Treasury has issued two...more
In Bontempo v. Lare, 2015 WL 4658901 (2015), published on August 6, 2015, the Maryland Court of Appeals affirmed that the "reasonable expectations test," previously articulated by the Maryland Court of Special Appeals in...more
The Fourth European Union Anti-Money Laundering Directive (Fourth AML Directive), approved by the European Parliament on May 20, 2015, went into effect on June 25, 2015, repealing the 2005 Third AML Directive. Given the...more
MobileIron, Inc. was sued late last week by shareholders in a proposed class action for allegedly failing to disclose a hacking incident just weeks before its initial public offering (IPO).
The suit, filed on behalf of...more
Lots of companies have been buying back their stock in recent years, either on their own initiative because, for example, management thinks the shares are undervalued, or sometimes at the insistence of hedge fund activists...more
Welcome to the 2015 Mid-Year Report from the BakerHostetler Securities Litigation and Regulatory Enforcement Practice Team. The purpose is to provide a periodic survey, apart from our team Executive Alerts, on matters we...more
On July 28, 2015, the Delaware Court of Chancery issued a post-trial opinion in which it criticized in particularly strong terms the analysis performed by a financial firm that was retained to value companies that were being...more
In two recent cases, taxpayers have successfully challenged state taxation of trust income on the basis that the taxing states had a minimal connection to the trust. In The Kimberly Rice Kaestner 1992 Family Trust v. North...more
The Securities and Exchange Commission (SEC) recently proposed another long-awaited set of rules to implement the clawback policy required under the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act). ...more
The SEC’s administrative forum has been under increasing scrutiny over the past year. Now the SEC has removed an ALJ from a high-profile case, after he refused the Commission’s “invitation” to provide a no-bias affidavit in...more
Applying the Supreme Court’s landmark decision in Halliburton Co. v. Erica P. John Fund, Inc., 134 S. Ct. 2398 (2014) (“Halliburton II”), which allowed companies facing securities fraud class actions to defeat certification...more
Second Circuit Holds That Posthumous QDROs Are Valid. Yale-New Haven Hospital brought an action in federal court to resolve competing claims by a former spouse of a deceased participant and the deceased participant’s...more
Delaware corporations should evaluate their certificates of incorporation or bylaws in light of new amendments to the Delaware General Corporation Law.
On June 24, Delaware Governor Jack Markell signed Senate Bill 75...more
Earlier this week, a U.S. Court of Appeals for the Second Circuit opinion reinforced that federal courts take standing in derivative actions quite seriously, particular when the alleged director misconduct predated the IPO....more
In Fox v. CDX Holdings, Inc., the Delaware Court of Chancery held that option holders could not be burdened by an escrow imposed on equity holders in a merger transaction when the terms of the option plan did not permit the...more
There are tax advantages for U.S. taxpayers to jointly develop intangible personal property with related non-U.S. entities.
Treasury Regulations provide detailed guidance on what costs must be shared between the...more
As the Supreme Court recently explained in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, 135 S. Ct. 1318 (2015), that distinction is significant when it comes to liability under Section 11 of...more
A recent but little-known decision by a Delaware court may have substantially expanded the state's jurisdiction over the directors of a Delaware corporation. Delaware has long had a director-consent-to-service statute: 10...more
Effective for tax years beginning on or after January 1, 2015, pursuant to legislation enacted last year, income from "investment capital" is exempt from New York State franchise tax for corporate taxpayers otherwise subject...more
What Private Equity Funds Should Know About ERISA:
Basics of ERISA Coverage -
The Employee Retirement Income Security Act of 1974, as amended (ERISA) imposes numerous duties on fiduciaries holding employee benefit...more
Tiny deals can bring large complications. Mannix v. PlasmaNet, Inc. involved appraisal rights in a merger where the merger consideration, after adjustments, amounted to $114,000, to be split amongst 19,307,715 shares, or...more
Moe Green died again yesterday but this time he was not shot through the glasses, it was from cancer and the fictional Las Vegas mobster lived to the ripe old age of 79. Of course I am referring to “Alex Rocco, the veteran...more
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