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"Proposed Amendments to the Delaware General Corporation Law"

On April 17, 2014, the Corporation Law Section of the Delaware State Bar Association proposed legislation that, if adopted, would amend the Delaware General Corporation Law (the DGCL) in a number of important ways. Proposed...more

Foreign Listed Stock Index Futures and Options Approval Chart April 16, 2014

Attached please find the updated Foreign Listed Stock Index Futures and Options Approvals Chart, current as of April 16, 2014. All prior versions are superseded and should be discarded. Please note the following developments...more

Quarterly Investment Update - 1st Quater 2014

Stock Market Commentary - The S&P 500's strong close on the final day of March accounted for nearly half of the first quarter return of 1.8%. Markets withstood a number of challenges, including a frigid winter, a...more

Tax Alert: New Executive Compensation Regulations Clarify Timing of Taxation

The Internal Revenue Service recently published final regulations under Section 83 of the tax code. These regulations deal with the timing for taxation for grants of property (e.g., stock) that are subject to...more

Amendments to Delaware General Corporation Law Allow Delaware Corporations to Ratify Defective Corporate Acts

Effective April 1, 2014, the Delaware General Corporation Law (“DGCL”) has been amended to include new Sections 204 and 205 that will provide Delaware corporations with an avenue to cure certain defective corporate acts,...more

Foreign LLCs Take Note: This Legislative Oversight May Affect You Too

Section 407 of the California Labor Code provides - Investments and the sale of stock or an interest in a business in connection with the securing of a position are illegal as against the public policy of the State and...more

Update: Landmark Decision By Delaware's High Court Affirms Deferential Business Judgment Review For Controlling Stockholder...

Last summer, in our post titled Protecting Your Business Judgment: Recent Developments in Delaware Law on M&A Deals Involving Controlling Stockholders, we alerted you that two trial courts in the nation’s leading forum for...more

IRS Clarifies Position On Substantial Risk Of Forfeiture In Final Section 83 Rules

The IRS issued final regulations regarding the definition of “substantial risk of forfeiture” under Code Section 83. These regulations have a particular impact on the timing of taxation of employer transfers of stock and...more

Debtors Did Not Have To Bring Stock Certificates Back Into Florida

A Florida court ordered defendants to turn over stock certificates located outside of Florida evincing their ownership interest in several foreign entities to satisfy a judgment. On appeal, the appellate court ordered that...more

Share-Based Compensation Update to SEC’s Financial Reporting Manual

In February 2014, the Securities and Exchange Commission’s (SEC) Division of Corporation Finance updated Section 9520 of its Financial Reporting Manual. Section 9520 is part of Topic 9, which provides guidance for...more

High Court Employee Benefits Cases: A Review and Look Ahead

Having settled into the new year, we reflect on decisions from the U.S. Supreme Court in 2013 that are likely to have a significant impact in the world of pension and welfare employee benefits and, in some cases, already have...more

U.S. Supreme Court to Review “Presumption of Prudence” that Favors Fiduciaries of ERISA Plans that Hold Employer Stock

The Supreme Court has agreed to hear the case of Fifth Third Bancorp v. Dudenhoeffer, in which the Sixth Circuit Court of Appeals, in response to a motion to dismiss, declined to adopt a presumption of prudence in favor of a...more

New York Court Holds That Revlon Standards Are Not Triggered In A Stock-for-Stock Merger Where No Change of Control Results

The recent decision in Badowski v. Corrao, No. 652986/2011, NYLJ 1202642854864 (Sup. Ct. N.Y. County, Commercial Division), is a timely application by a New York court of the limitations of so-called Revlon duties to...more

TSX-Listed Companies Face Mandatory Majority Voting for Director Elections

The Toronto Stock Exchange has approved amendments to the TSX Company Manual relating to director elections. Under the amendments, which come into effect on June 30, 2014...more

Delaware Cases: Good Faith, Non-Reliance and Fiduciary Duties

Last week, in American Capital Acquisition Partners, LLC v. LPL Holdings, Inc. (February 3, 2014), the Delaware Court of Chancery, in connection with a disputed earnout provision, allowed a claim for breach of the implied...more

New FINRA Supervision Rules Impact Broker-Dealers’ Insider Trading Procedures and Supervisory Controls

Financial Industry Regulatory Authority (FINRA) rules require member firms to establish and maintain a system of written procedures to supervise the activities of its members. On December 23, 2013, the SEC approved new FINRA...more

SEC Obtains $5.6 Million Judgment Against Stockbroker for Insider Trading of Burger King Stock

Earlier this month, the US District Court for the Southern District of New York entered a $5.6 million judgment in favor of the Securities and Exchange Commission against Waldyr Da Silva Prado Neto (Prado), a Brazilian...more

NYSE Files Proposed Rules for Listing of “Managed Portfolio Shares”

On January 23, 2014, NYSE Arca Equities filed a proposal with the SEC to permit the listing of “Managed Portfolio Shares,” which are shares of actively managed exchange-traded funds (“ETFs”) for which portfolio holdings are...more

Reminder to Perform Annual ISO/ESPP Reporting in January 2014

As discussed in our December 16, 2010 blog article, the IRS issued final regulations in 2009 under Section 6039 of the Internal Revenue Code (the “Code”) that require Employers to annually furnish each employee who exercised...more

MoFo New York Tax Insights - Volume 6, No. 4 - January 2014

In This Issue: FATCA Developments: Treasury Signs IGAs; IRS Finalizes FFI Agreement; IRS Releases Final and New Proposed “Dividend Equivalent” Regs; IRS Issues Final Swap Assignment Regs; IRS Issues Final “Net...more

"Will 2014 Be the ‘Year of the Foreign Private Issuer’?"

Experience in 2013 has shown that U.S. securities exchanges are once again becoming increasingly popular venues for listings by non-U.S. companies. The number of non-U.S. companies that conducted initial listings in the U.S....more

DQ’d: New Inversion Regulations Expand the Reach of the Public Offering Rule and Offer a Few Other Surprises

On January 17, Treasury and the IRS published new temporary and proposed regulations under Section 7874 of the Internal Revenue Code that expand the reach of the so-called “public offering rule” of Section 7874(c)(2)(B) to...more

Annual ISO and ESPP Information and Reporting Requirements

Annual Information Statements and IRS Returns - Requirement to Report - For any exercise of an incentive stock option (ISO) or transfer of a share previously purchased pursuant to a tax-qualified employee stock...more

"Hong Kong Exchange Looks to Attract Overseas Companies"

Bolstered by a solid fourth quarter, 2013 was a stronger year than 2012 for Hong Kong in terms of new listings. In 2013, the Stock Exchange of Hong Kong Limited (the HKEx) reported 110 new listings raising $21.5 billion,...more

Striking Oil?: Court allows secondary market securities class action for shares purchased on a foreign stock exchange

In Kaynes v. BP, 2013 ONSC 5802, Justice Conway determined that a statutory claim for secondary market misrepresentation under the Ontario Securities Act (“OSA”) is a “statutory tort” over which the Ontario Superior Court of...more

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