Welcome to the first 2024 edition of Shearman & Sterling’s Fifth Circuit Securities Litigation Quarterly. As public companies and financial institutions continue to migrate to Texas, our Texas-based securities litigation...more
Welcome to the final 2023 edition of Shearman & Sterling’s Fifth Circuit Securities Litigation Quarterly. As public companies and financial institutions continue to migrate to Texas, our Texas-based securities litigation team...more
Welcome to the third edition of Shearman & Sterling’s Fifth Circuit Securities Litigation Quarterly. As public companies and financial institutions continue to migrate to Texas, our Texas-based securities litigation team...more
10/17/2023
/ Airlines ,
Class Action ,
Energy Sector ,
Exxon Mobil ,
Financial Institutions ,
Oil & Gas ,
Publicly-Traded Companies ,
Securities ,
Securities Exchange Act ,
Securities Fraud ,
Securities Litigation
Welcome to the second edition of Shearman & Sterling’s Fifth Circuit Securities Litigation Quarterly. As public companies and financial institutions continue to migrate to Texas, our Texas-based securities litigation team...more
Shearman & Sterling is pleased to announce our the publication of our Fifth Circuit Securities Litigation Quarterly. Given the many public companies and financial institutions that are moving to Texas, our Texas-based...more
On December 8, 2021, the Delaware Supreme Court upheld the Delaware Court of Chancery’s decision that Mirae Asset Financial Group (“Mirae”) was excused from closing a $5.8 billion acquisition of luxury hotels because the...more
On September 7, 2021, a Delaware court largely denied The Boeing Company’s (“Boeing”) motion to dismiss a stockholder derivative suit against Boeing directors in connection with two crashes of Boeing’s 737 MAX airplane in...more
The oil and gas industry in the United States is highly dependent upon an intricate set of agreements that allow oil and gas to be gathered from privately owned land. Historically, the dedication language in oil and gas...more
On March 11, 2020, the World Health Organization officially declared the coronavirus outbreak (“COVID-19”) a global pandemic. In addition to the human cost, COVID-19 continues to cause widespread disruption to commercial...more
Today, the Supreme Court of Delaware reversed a decision of the Delaware Court of Chancery and affirmatively endorsed the enforceability of federal forum-selection provisions, in a Delaware corporation’s certificate of...more
Following Corwin v. KKR Financial Holdings and other Delaware cases that have reinforced the standards that stockholder suits must meet to survive dismissal, would-be litigants have increasingly invoked Section 220 of the...more
Board Oversight Disclosure. Over the past several years, companies have increasingly used their proxy statements to communicate how their boards have exercised oversight over key matters. We expect this trend to accelerate in...more
11/15/2019
/ Corporate Governance ,
Environmental Social & Governance (ESG) ,
Glass Lewis ,
Guidance Update ,
Institutional Shareholder Services (ISS) ,
Investment Adviser ,
Proxy Advisory Firms ,
Proxy Season ,
Proxy Voting ,
Proxy Voting Guidelines ,
Securities and Exchange Commission (SEC)
’Tis the season, and no, we do not mean the holiday season. Although it may seem like you just filed your 2018 proxy, the 2019 proxy season is upon us. This quick reference guide, which is intended to supplement Shearman &...more
12/21/2018
/ Board of Directors ,
Corporate Governance ,
Corporate Social Responsibility ,
Cybersecurity ,
Diversity ,
Executive Compensation ,
Glass Lewis ,
Institutional Investors ,
Institutional Shareholder Services (ISS) ,
Pay Ratio ,
Proxy Season ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals
The Delaware Court of Chancery recently delivered the latest in a line of decisions refining the application of statutory stockholder appraisal rights in M&A transactions. In City of North Miami Beach General Employees’...more
On May 21, 2018, in a 5-4 decision, the United States Supreme Court held, in Epic Systems Corp. v. Lewis, that arbitration clauses in employment contracts requiring individualized proceedings are enforceable and thereby...more
6/15/2018
/ Arbitration ,
Arbitration Agreements ,
Class Action Arbitration Waivers ,
Employee Retirement Income Security Act (ERISA) ,
Epic Systems Corp v Lewis ,
Ernst & Young v Morris ,
Federal Arbitration Act ,
Murphy Oil v NLRB ,
NLRA ,
NLRB ,
Remand ,
Reversal ,
Savings Clause ,
SCOTUS
On April 20, 2018, the Court of Appeals for the Ninth Circuit split from five other circuit courts in Varjabedian v. Emulex Corp., No. 16-55088 (9th Cir. Apr. 20, 2018), by holding that claims under Section 14(e) of the...more
We previously released an M&A Watch note detailing the recent NY decision of In re Xerox Corporation Consolidated Shareholder Litigation and the subsequent settlement agreement entered into between activist investors Carl...more
On Friday, April 27, 2018, New York State Supreme Court Judge Barry R. Ostrager granted a preliminary injunction which blocked Xerox Corporation’s (“Xerox”) potential transaction with Fujifilm Holdings Corporation (“Fuji”)...more
In two recent cases, the Delaware Court of Chancery provided informative guidance on when stockholders that hold less than 50% of a corporation’s stock are nevertheless considered to be controlling stockholders. This inquiry...more
Recently, the gender pay gap has become the subject of increased scrutiny and media attention as a growing movement works to bring an end to gender-based wage differentials. On April 9, 2018, there was an interesting...more
Following a well-developed line of precedent, the Delaware Court of Chancery recently declined to grant equitable relief to a party seeking an injunction with respect to non-compete provisions because the requesting party had...more
While cryptocurrencies have captured the attention of many, the blockchain technology underlying these instruments has potentially far-reaching implications in many other fields. Consistent with its reputation as a...more
4/11/2018
/ Blockchain ,
Corporate Records ,
Cyber Attacks ,
Cybersecurity ,
Delaware General Corporation Law ,
Digital Currency ,
Digital Securities ,
Distributed Ledger Technology (DLT) ,
Governor Markell ,
Popular ,
Publicly-Traded Companies ,
Recordkeeping Requirements ,
State and Local Government ,
Token Sales ,
Transparency
Since its adoption in 2013, parties have been using a two-step merger structure facilitated by §251(h) of Delaware’s General Corporation Law (the DGCL) as a means of avoiding the requirement of calling a special meeting of...more
Last week, the Delaware Supreme Court, in In re Investors Bancorp, Inc. Stockholder Litigation (“Bancorp”), reversed the Delaware Court of Chancery and held that awards granted to directors under a stockholder-approved equity...more
The Securities and Exchange Commission (the SEC or the Commission) brought over 400 enforcement actions in the first half of 2016 and is on pace to surpass its record of 807 enforcements actions in a single fiscal year, which...more
7/20/2016
/ Administrative Proceedings ,
Books & Records ,
Broker-Dealer ,
Chief Compliance Officers ,
Cooperation ,
Corporate Counsel ,
Cybersecurity ,
Disgorgement ,
Enforcement Actions ,
Enforcement Statistics ,
Foreign Corrupt Practices Act (FCPA) ,
Insider Trading ,
Investment Adviser ,
Municipal Bonds ,
Securities and Exchange Commission (SEC) ,
Whistleblowers