Nine years ago, I posed the question of whether the California General Corporation Law permits corporations to serve as directors. My answer at the time was "no" because Section 164 of the Corporations Code defines...more
A US District Court recently dismissed a claim that an insider’s election to satisfy an income tax obligation by having shares withheld from the delivery of an award constituted a non-exempt sale of shares back to the issuer...more
On April 26, 2017, the United States District Court for the Southern District of Texas dismissed a claim based on a shareholder’s interpretation of SEC Rule 16b-3(e), that an insider’s elective share withholding constitutes a...more
SEC/CORPORATE - US District Court Holds That Discretionary Tax Withholding is Exempt Under 16b-3 - Several companies have received shareholder letters seeking to recover short-swing profits from insiders under Section...more
On February 28, 2017, Skadden hosted a webinar titled “Key Trends in Executive Compensation, Employment Law and Compensation Committee Practices.” The Skadden panelists were labor and employment law partner David Schwartz,...more
The so-called “short-swing profit rule” under Securities Exchange Act Section 16(b) generally prohibits officers and directors as well as 10 percent shareholders of a U.S. public company from profiting from any purchase or...more