The proxy statement has become an integral component of a public company’s preparation for its annual meeting of shareholders. The rules and regulations under the Securities and Exchange Act of 1934 (the Exchange Act),...more
In Maso Cap. Invs. Ltd. v. E-House (China) Holdings Ltd., No. 22-355 (2d Cir. June 10, 2024), the United States Court of Appeals for the Second Circuit affirmed the district court’s dismissal of a putative securities-fraud...more
The Securities and Exchange Commission (SEC) has proposed amendments to Rule 14a-8 that revise three of the thirteen existing bases for the exclusion of shareholder proposals from a publicly traded company’s proxy statement...more
Delaware Court of Chancery Declines to Dismiss Investment Firm from Stockholder Derivative Suit; Delaware Chancery Court Dismisses Majority of Claims Alleging that California Biotech Firm Profited from Nonpublic Information...more
On November 24, 2021, the U.S. Court of Appeals for the Second Circuit issued a pair of decisions addressing threshold requirements for securities fraud claims under Section 10(b) of the Securities Exchange Act of 1934 and...more
Federal Reserve Hints at Government-Backed Cryptocurrency; Third Circuit Affirms Dismissal of Securities Fraud Class Action Against Shutterfly Inc. Regarding Allegedly Misleading Financial Projections; Ninth Circuit Holds...more
Eighth Circuit Overturns Class Certification in Suit Against TD Ameritrade Holding Corp., Holding Individualized Evidence is Required for Each Putative Class Member; District Judge Approves Magistrate’s Recommendation to Deny...more
In Ocegueda v. Zuckerberg, No. 20-CV-04444, 2021 WL 1056611 (N.D. Cal. Mar. 19, 2021), the United States District Court for the Northern District of California became the first court to rule on a motion to dismiss claims...more
Last week, the U.S. Securities and Exchange Commission (“SEC”) brought enforcement actions against a company and its former CEO for failure to adequately disclose certain compensation and related party transactions. The move...more
A lot of attention has been paid to board diversity – or lack thereof – in recent months. California enacted AB-979, which expanded upon California’s earlier gender diversity law and requires boards to make strides in other...more