News & Analysis as of

Fiduciary Duty Directors Securities and Exchange Commission (SEC)

Snell & Wilmer

Delaware Confirms Officers, Not Just Directors, Owe Corporate Oversight Duties

Snell & Wilmer on

The Delaware Court of Chancery recently issued a decision clarifying that officers, not just directors, owe oversights duties to the corporation. Vice Chancellor Laster found that Caremark-type obligations extended to a...more

Morris James LLP

Court Of Chancery Explains Limits Of Incorporation By Reference In Disclosure Law

Morris James LLP on

Zalmanoff v. Hardy, C.A. 12912-VCS (November 13, 2018) - This decision holds that it is acceptable to make the needed disclosures to stockholders by sending them both a Form 10-K and proxy statement at the same time....more

Proskauer - Corporate Defense and Disputes

SEC and DOJ Charge Board Member with Trading on Inside Information . . . During a Board Meeting

On Friday, the SEC filed a complaint against James C. Cope, a former member of the Executive Committee of Pinnacle Financial Partners’ (“PFP”) board of directors, alleging that he engaged in insider trading. The same day,...more

Smith Anderson

SEC Approves Nasdaq “Golden Leash” Disclosure Rule

Smith Anderson on

On July 1, 2016, the Securities and Exchange Commission approved Nasdaq’s proposal for a “golden leash” disclosure rule (Rule 5250(b)(3)) requiring listed companies to publicly disclose benefits given by investors or other...more

Foley & Lardner LLP

A Compilation of Non-Enforcement and Enforcement Actions

Foley & Lardner LLP on

Non-Enforcement - Mutual Fund Directors Must Be Vigilant in Addressing Risks - In remarks to the Mutual Fund Directors Forum, SEC Chair Mary Jo White outlined some of the risks and challenges that mutual fund...more

Foley & Lardner LLP

A Compilation of Enforcement and Non-Enforcement Actions

Foley & Lardner LLP on

Non-Enforcement - Remember to Update Your Risk Disclosure on an Ongoing Basis - The staff of the Securities and Exchange Commission (SEC) issued guidance reminding mutual funds, exchange traded funds, and other...more

McDermott Will & Emery

Inside M&A - October 2015

McDermott Will & Emery on

Overview of SPACs and Latest Trends - A number of recent successful business combination transactions involving special-purpose acquisition companies (SPACs) led by prominent sponsors have driven a resurgence in the SPAC...more

Proskauer Rose LLP

SEC Sanctions Independent Trustees for Approving Mutual Fund Advisory Contract without Sufficient Information

Proskauer Rose LLP on

Underscoring the need for independent trustees to act vigilantly, a recent SEC consent order issued in an enforcement action imposed discipline on a mutual fund's independent trustees, its investment advisor, and the...more

Morrison & Foerster LLP

Investment Management Legal + Regulatory Update -- December 2013

Morrison & Foerster LLP on

In This Issue: Regulatory Updates - SEC Continues to Look at a Uniform Fiduciary Standard for Broker-Dealers and Investment Advisers; SEC Grants Unusual Exemptive Relief from Pay-to-Play “Time-Out” Provision;...more

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