Updates from recent U.S. House Committee on Financial Services hearing and proposed legislation -
In light of recent Congressional hearings and proposed legislation, market participants should remain vigilant and prepared...more
Recent Delaware cases have clarified that minority stockholders merely rolling over shares alongside an independent and unrelated controlling stockholder do not form a control group in most cases—the controlling stockholder...more
Delaware Supreme Court reinstates case alleging fiduciary breach for failure to disclose CEO’s post-merger compensation discussions.
Deal negotiators should take care not to negotiate their own post-closing compensation...more
7/9/2020
/ Board of Directors ,
Compensation ,
Corporate Counsel ,
DE Supreme Court ,
Duty of Loyalty ,
Executive Compensation ,
Indemnification ,
Merger Agreements ,
Negotiations ,
Personal Liability ,
Publicly-Traded Companies ,
Reversal
The Private Securities Litigation Reform Act of 1995 protects “forward-looking statements”—that is, predictions about the future, at least when they are accompanied by “meaningful cautionary statements” that could cause the...more
9/11/2017
/ Appeals ,
Corporate Counsel ,
FDA Approval ,
Form 8-K ,
Fraudulent Marketing ,
Investors ,
Material Misstatements ,
Medical Devices ,
Misleading Statements ,
PLSRA ,
Safe Harbors ,
Securities Fraud