News & Analysis as of September 18, 2024

Board of Directors

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The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange... more +

The Justice Insiders Podcast: Meet the Securities and Exchange (and Human Resources) Commission

California Says Corporations And LLCs Can't Be Directors; The Securities Exchange Act Apparently Believes Otherwise

Allen Matkins on 11/16/2023

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

Court Dismisses Post-SPAC Class Action for Lack of Standing

Goodwin on 5/26/2023

On March 31, 2023, U.S. District Judge Ronnie Abrams of the Southern District of New York dismissed a putative securities class action against CarLotz, Inc. (CarLotz), and certain of its officers and directors on the grounds...more

Second Circuit Affirms Dismissal Of Exchange Act Claims Against Acquired Public Company, Holding That Shareholders Of An M&A...

A&O Shearman on 10/12/2022

On September 30, 2022, a panel of the United States Court of Appeals for the Second Circuit affirmed a decision of the United States District Court for the Southern District of New York dismissing a putative securities fraud...more

Inside the Courts – An Update From Skadden Securities Litigators - September 2022

Skadden, Arps, Slate, Meagher & Flom LLP on 9/12/2022

Derivative Litigation Eighth Circuit Affirms Dismissal of Derivative Securities Action - Carpenters’ Pension Fund of Ill. v. Neidorff, No. 20-3216 (8th Cir. 2022) - Following Centene Corporation’s merger with Health Net,...more

Excluding a Shareholder Proposal? Not So Fast…

BCLP on 11/15/2021

The SEC’s Division of Corporation Finance recently published Legal Bulletin 14L (CF) (the “Bulletin”) providing updated guidance on excluding shareholder proposals under Rule 14a-8 under the Exchange Act. Specifically, the...more

Ninth Circuit Cuts Shareholders More Slack on Section 11 Claims

Wilson Sonsini Goodrich & Rosati on 9/23/2021

In the past several years, the number of claims filed against newly public companies under the Securities Act of 1933 has increased significantly. At the same time, the development of direct listings has given companies...more

SCOTUS Vacates Class Certification In Suit Against Goldman Sachs And Clarifies Appropriate Scope Of Price Impact Evidence

Goodwin on 7/27/2021

SCOTUS Vacates Class Certification In Suit Against Goldman Sachs And Clarifies Appropriate Scope Of Price Impact Evidence; Stockholders Strike $110 Million Settlement In Suit Alleging Breaches Of Fiduciary Duties By Former...more

Committee Authority To Authorize Share Repurchases

Allen Matkins on 5/4/2021

Section 311 of the California Corporations Code authorizes the creation of one or more committees. Unlike Delaware, a committee of the board must have two or more members. The board of directors may vest all of the...more

California's Proxy Rule

Allen Matkins on 9/11/2020

The federal proxy rules, with certain exceptions, apply to solicitations of proxies with respect to securities registered under Section 12 of the Securities and Exchange Act of 1934. Very few California corporations,...more

Poison Pill Deep Dive Series: The Inadvertent Triggering Exception

Morrison & Foerster LLP on 5/28/2020

The first of a six-part series examining six specific and evolving rights plan provisions. An increasing number of companies are choosing to adopt shareholder rights plans (otherwise known as “poison pills”) in response to...more

Considerations for the 2020 proxy season

Eversheds Sutherland (US) LLP on 1/14/2020

Companies preparing for their annual shareholder meetings will need to consider a variety of factors, including new guidance from the Securities and Exchange Commission (SEC) and recommendations from Glass, Lewis & Co. (Glass...more

Delaware District Court Stays Twitter Derivative Case Pending Securities Action

Morris James LLP on 7/30/2018

In re Twitter Inc. Shareholder Derivative Litigation, C.A. No. 18-62-VAC-MPT (D. Del. July 23, 2018) - Several Court of Chancery decisions discuss the appropriateness of staying a derivative action pending a related...more

Shareholders’ Derivative Suit Against Home Depot Dismissed

Robinson+Cole Data Privacy + Security Insider on 12/12/2016

On November 30, 2016, The Home Depot, Inc. (Home Depot) got a victory in the shareholders’ derivative suit filed against it for its alleged failure to institute necessary controls to secure its data relating to its 2014...more

This Week In Securities Litigation

Dorsey & Whitney LLP on 10/16/2015

The SEC prevailed on two summary judgment motions. One centered on a manipulation action. The other was against an attorney who facilitated a prime bank fraud. The Commission also filed: An action against UBS tied to its...more

SEC Charges Directors, Officers and Major Investors for Failing to Update Disclosures Prior to Announcements of Going Private...

Morrison & Foerster LLP on 4/1/2015

On March 13, 2015, the U.S. Securities and Exchange Commission announced settlement proceedings against officers, directors, and major shareholders of several companies that were recently taken private for failing to update...more

SEC Charges Insiders for Violations of Section 16(a) and Section 13

Foley & Lardner LLP on 9/17/2014

On September 10, 2014, the Securities and Exchange Commission announced charges against 28 officers, directors, and major shareholders for violating federal securities laws requiring them to report information about their...more

Revlon “Ring-Fencing” Settlement: Greater Risk Of SEC Enforcement Activity In Going Private Transactions?

Perkins Coie on 6/24/2013

On June 13, 2013, the Securities and Exchange Commission announced the settlement of administrative proceedings against Revlon, Inc. In the settlement order, the SEC asserted that the company hid information regarding a 2009...more

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