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Skadden, Arps, Slate, Meagher & Flom LLP

Court of Chancery Issues First Dismissal of a SPAC Disclosure Complaint

In January 2022, Vice Chancellor Lori Will of the Delaware Court of Chancery issued a groundbreaking opinion in In re MultiPlan Corp. Stockholders Litigation that paved the way for SPAC stockholders to bring direct breach of...more

Foley Hoag LLP - White Collar Law &...

SEC to Continue Aggressive Enforcement Efforts in 2024 After Record-Setting 2023

This is the fourth in our 2024 Year in Preview series examining important trends in white collar law and investigations in the coming year. We will be posting further installments in the series throughout the next several...more

Cooley LLP

Keeping Up With M&A Case Law – Spotlight on Recent Delaware Decisions

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The mergers & acquisitions market may wax and wane, but one thing in M&A is consistent from year to year: The Delaware courts issue opinions that impact M&A dealmaking. And this year is certainly no exception – Delaware...more

Skadden, Arps, Slate, Meagher & Flom LLP

Court of Chancery Dismisses Caremark Claims Because of Reporting Systems

Delaware courts have historically been reluctant to allow Caremark (or “board oversight”) claims to gain traction, describing such a claim as “possibly the most difficult theory in corporation law upon which a plaintiff might...more

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Court of Chancery Applies MFW Factors to ‘Reverse Spinoff

The Court of Chancery’s decision in In re Match Group, Inc. Derivative Litigation1 is the latest example of how the Delaware Supreme Court’s watershed 2014 decision in Kahn v. M & F Worldwide Corp. (MFW)2 has been applied to...more

Skadden, Arps, Slate, Meagher & Flom LLP

Preparing for the 2023 Shareholder Proposal Season

On November 15, 2022, Skadden held a webinar titled “Preparing for the 2023 Shareholder Proposal Season.” The panelists were Gianna McCarthy, Director of Corporate Governance for the New York State Common Retirement Fund (NYS...more

White & Case LLP

Director liability for cyber breaches: transatlantic warning signs?

White & Case LLP on

Two legal cases in the US in the past month suggest that regulators and prosecutors are becoming more determined to take personal action against directors and senior executives who fail to deal adequately with cyber security...more

Wilson Sonsini Goodrich & Rosati

Preparing for the 2022 Reporting Season

Below is a high-level summary of applicable rule changes, guidance, and disclosure considerations for the 2022 reporting season for public companies....more

Cooley LLP

SEC offers another packed agenda for Fall 2021

Cooley LLP on

The SEC’s new Fall reg-flex agenda is posted and, no surprise, it’s packed. Here is the short-term agenda and here is the long-term version. And just as with the spring agenda, Commissioners Hester Peirce and Elad Roisman...more

Health Care Compliance Association (HCCA)

[Event] Richmond Regional Healthcare Compliance Conference - December 10th, Richmond, VA

Our one-day Regional Compliance Conferences provide attendees with a forum to interact with local compliance professionals, share information about your compliance successes and challenges, and create educational...more

Health Care Compliance Association (HCCA)

[Event] Kansas City Regional Healthcare Compliance Conference - September 17th, Lenexa, KS

Our one-day Regional Compliance Conferences provide attendees with a forum to interact with local compliance professionals, share information about your compliance successes and challenges, and create educational...more

Society of Corporate Compliance and Ethics...

[Event] 20th Annual Compliance & Ethics Institute - September 19th - 22nd, Las Vegas, NV

SCCE’s Compliance & Ethics Institute is the primary educational and networking event for compliance and ethics professionals worldwide. Leading industry professionals cover real‑world compliance issues, emerging trends, and...more

Health Care Compliance Association (HCCA)

[Virtual Event] 2020 Virtual Regional Healthcare Compliance Conference - Louisville, KY - October 30th, 8:25 am - 4:30 pm EDT

Our Virtual Regional Healthcare Compliance Conferences provide updates on the latest news in regulatory requirement, compliance enforcement, and strategies to develop effective compliance programs. Watch, listen, and ask...more

WilmerHale

Another Reminder from Delaware About the Duty of Oversight

WilmerHale on

Following this summer’s much publicized decision by the Delaware Supreme Court in the Marchand v. Barnhill (Blue Bell Creameries) case, the Delaware Court of Chancery’s holding in In re Clovis Oncology, Inc. Derivative...more

White & Case LLP

Artificial Intelligence: UK Regulators' and Supervisors' growing expectations of Boards and Senior Managers of regulated entities

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On 1 August 2019, the UK FCA published an article titled "Artificial Intelligence (AI) in the Boardroom" in its Insight series of opinion and analysis. Its author, Magnus Falk, a senior technology adviser at the FCA who used...more

Skadden, Arps, Slate, Meagher & Flom LLP

Shareholder Activism Trends in the 2019 Proxy Season

In 2018, robust U.S. and global M&A activity substantially mitigated the downside risk for activist investors. With political uncertainty ahead of the 2020 presidential election, unsettled questions on trade and tariffs, and...more

White and Williams LLP

The $29 Million Yahoo Derivative Data Breach Settlement: What Next?

White and Williams LLP on

On January 4, 2019 a federal district court in California approved a $29 million settlement in a shareholder derivative lawsuit against former Yahoo directors and officers regarding high-profile data breaches at Yahoo between...more

Wilson Sonsini Goodrich & Rosati

2018 Delaware Corporate Law and Litigation Year In Review

In 2018, the Delaware courts issued a broad range of important decisions addressing various corporate law and governance issues. Those decisions are relevant for public and private companies and will help shape...more

White and Williams LLP

Corporate Statements About GDPR Spark Securities Class Action Lawsuit

Since the European Union’s General Data Protection Regulation (GDPR) went into effect on May 25, 2018, commentators and analysts have speculated about the regulation’s potential effect on securities class action suits based...more

Wilson Sonsini Goodrich & Rosati

New York and Washington Courts Issue Important Decisions Relating to M&A and Stockholder Nominations of Directors

Two courts recently issued significant corporate law decisions that are meaningful for corporations and investors navigating an M&A transaction or a proxy contest. Interestingly, both decisions arose outside of Delaware,...more

Jones Day

Proposed UK Corporate Governance Reforms Target Executive Pay Justification, Employee Engagement

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The Situation: The UK government has proposed several corporate governance reforms in an effort to improve transparency and accountability in private and public employers....more

Thomas Fox - Compliance Evangelist

Compliance Into the Weeds-Episode 42, the Uber Edition

In this episode, Matt Kelly and I take a deep dive into the corporate governance fiasco which is Uber. We consider the revelations in the failures of corporate governance, culture and internal controls at the organization....more

McCarter & English, LLP

Delaware Law Updates – Delaware Court Of Chancery Provides Clarity On The “Quasi-Appraisal” Remedy And Post-Closing Claims

On May 11, 2017, Chancellor Andre G. Bouchard of the Delaware Court of Chancery dismissed with prejudice a putative class action brought by stockholders of networking solutions in In re Cyan, Inc. Stockholders Litigation.[1]...more

Locke Lord LLP

“If at First You Don’t Succeed…” - Shareholders Keep Trying to Sue D&Os for Data Security Breaches

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Several high-profile lawsuits have been filed in recent years by shareholders seeking to hold corporate officers and directors liable for damage resulting from data security breaches. For example, directors and officers at...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Privacy & Cybersecurity Update - February 2017"

In this edition of our Privacy & Cybersecurity Update, we look at a series of recent court rulings regarding standing in privacy cases, most of which suggest plaintiffs will continue to have a difficult time establishing...more

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