In the recent decision of Flood v. Synutra International, Inc., a divided Delaware Supreme Court affirmed the Court of Chancery’s dismissal of a challenge to a controlling stockholder’s take-private transaction. The Court in...more
10/24/2018
/ Appeals ,
Board of Directors ,
Business Judgment Rule ,
Controlling Stockholders ,
DE Supreme Court ,
Due Diligence ,
Mergers ,
MFW ,
Minority Shareholders ,
Reaffirmation ,
Take-Private Transactions
The California state legislature on August 30, 2018 approved SB 826, a bill which, if signed into law by the state governor, will require public companies headquartered in California to have a minimum number of female...more
9/5/2018
/ Article I ,
Board of Directors ,
Chamber of Commerce ,
Constitutional Challenges ,
Diversity ,
Equal Protection ,
Proposed Legislation ,
Publicly-Traded Companies ,
Sex Discrimination ,
State Constitutions ,
State Legislatures
The Public Company Accounting Oversight Board (PCAOB) adopted a new auditor reporting standard on June 1, 2017. If approved by the U.S. Securities and Exchange Commission (SEC), the new standard would impose additional...more
6/9/2017
/ Amended Rules ,
Audit Reports ,
Auditors ,
Audits ,
Disclosure ,
Financial Statements ,
Investors ,
PCAOB ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Transparency
The U.S. House of Representatives’ Financial Services Committee approved the Financial CHOICE Act of 2017 last Thursday, clearing it for a vote before the entire House. The bill contemplates sweeping changes affecting a range...more
The U.S. Securities and Exchange Commission and a group of activist investors settled claims that the group failed to adequately disclose information during campaigns to exert influence over public companies....more
Recent developments, including the U.S. Securities and Exchange Commission settlement with CVR Energy and related SEC Staff guidance, reinforce a trend towards more extensive disclosure of financial advisor fees in M&A...more
3/4/2017
/ Acquisitions ,
Board of Directors ,
Cease and Desist Orders ,
Conflicts of Interest ,
Delaware General Corporation Law ,
Disclosure ,
Enforcement Actions ,
Fees ,
Financial Adviser ,
Mergers ,
Schedule 14D-9 ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Tender Offers
The U.S. Securities and Exchange Commission and drugmaker Allergan settled claims that Allergan failed to disclose negotiations with third parties following the announcement of a hostile tender offer by Valeant and co-bidder...more
1/23/2017
/ Acquisitions ,
Allergan Inc ,
Cease and Desist ,
Civil Monetary Penalty ,
Corporate Counsel ,
Disclosure Requirements ,
Enforcement Actions ,
Failure To Disclose ,
Hostile Takeover ,
Mergers ,
Negotiations ,
Pharmaceutical Industry ,
Popular ,
Publicly-Traded Companies ,
Schedule 14D-9 ,
Securities and Exchange Commission (SEC) ,
Shareholder Rights ,
Tender Offers
The U.S. Securities and Exchange Commission, in a 2-1 vote1, proposed amendments on October 26, 2016 to the proxy rules that would require public companies to include director candidates nominated by a dissident shareholder...more
In Staff Legal Bulletin 14H released on October 22, 2015, the staff of the SEC’s Division of Corporation Finance weighed in on two important means by which a company may exclude a shareholder proposal from company proxy...more
Recent activity by shareholder governance advocates and the SEC has thrust proxy access back into the spotlight. Here we provide a brief refresher on proxy access and our thoughts on recent developments....more
Presented below is a brief survey of leading cases interpreting Pennsylvania corporate law in situations involving takeovers, proxy fights or other matters affecting corporate changes of control. This summary is by no means...more
In connection with the upcoming annual meeting of Provident Financial Holdings, Inc., the Proxy Advisory Services arm of Institutional Shareholder Services has recommended that Provident Financial’s stockholders withhold...more