Joseph Gromacki

Jenner & Block

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Client Alert: Delaware Court of Chancery Defines Controlling Stockholder Fiduciary Duties: In Re Sears Hometown and Outlet Stores,...

When do controlling stockholders, exercising their voting power or selling stock, owe fiduciary duties to a Delaware corporation and its minority stockholders? This thorny question in corporate law may have a new answer...more

2/9/2024 / Bylaws , Controlling Stockholders , Delaware General Corporation Law , Fiduciary Duty , Shareholder Litigation , Voting Powers

Client Alert: Fifth Circuit Court of Appeals Vacates the SEC’s Share Repurchase Disclosure Modernization Rule Amendments

On December 19, 2023, the US Court of Appeals for the Fifth Circuit (Fifth Circuit) issued a decision vacating the share repurchase disclosure modernization rule amendments that the US Securities and Exchange Commission (SEC)...more

12/29/2023 / Appeals , Capital Markets , Corporate Governance , Disclosure Requirements , Securities and Exchange Commission (SEC) , Securities Litigation , Securities Regulation , Stock Repurchases , Vacated

Client Alert: SEC Adopts Amendments Requiring Additional Disclosures about an Issuer’s Share Repurchases

On May 3, 2023, the Securities and Exchange Commission (the SEC) adopted amendments that increase the amount of disclosure an issuer must provide regarding its repurchases of its equity securities that are registered under...more

5/11/2023 / Disclosure Requirements , Form 10-K , Form 10-Q , Proposed Amendments , Publicly-Traded Companies , Regulation S-K , Required Forms , Securities and Exchange Commission (SEC) , Securities Regulation , Stock Repurchases

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