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Material Disclosures Shareholders

Morris James LLP

Court Of Chancery Explains When Disclosures Required Absent A Stockholder Vote

Morris James LLP on

This is an interesting decision for two reasons. First, it explains when directors might have a duty to cause the company to make disclosures to the stockholders about transactions that do not require the stockholders’ vote....more

Katten Muchin Rosenman LLP

SEC Charges Insiders for Failure to Update Schedule 13D Disclosures

On March 13, the Securities and Exchange Commission charged eight officers, directors and major shareholders for failing to update material changes in their stock ownership disclosures on Schedule 13D in connection with...more

Stinson - Corporate & Securities Law Blog

Say-On-Pay Vote Did Not Create Disclosure Obligation

In Liang v. Berger, the plaintiff in a derivative action alleged the officers and directors of ARAID Pharmaceuticals failed to disclose material negative information about a drug under development in a timely manner. Among...more

Brooks Pierce

Is It Worth It For Plaintiffs' Counsel To Gamble On Merger Class Actions in North Carolina?

Brooks Pierce on

I hadn't written anything yet about the multiple shareholder actions challenging the merger of PokerTek -- a developer and distributor of electronic table (gambling) games -- with Multimedia Games -- another developer and...more

Goodwin

New York Courts Reject Disclosure-Based Settlements of Merger Lawsuits

Goodwin on

In two recent rulings, the New York Supreme Court rejected settlements arising from lawsuits in which plaintiff stockholders challenged the defendant public companies’ merger-related disclosures. The court in each case...more

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