Litigation developments: fundamental shareholder rights.
JONES DAY TALKS®: ESG: The Opportunities and the Risks
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A corporation's purpose, the role and makeup of its board of directors, shareholder rights and disclosures, and measuring executive performance are globally recognized as critical factors in corporate governance. How can a...more
In a speech on March 15, 2021, Allison Herren Lee, Acting Chair of the SEC, reported on the steps the SEC is taking to meet investors’ growing demand for climate and ESG information, stating that “no single issue has been...more
The SEC Division of Corporation Finance has provided its views regarding certain disclosure considerations for companies based in or with the majority of their operations in the People’s Republic of China....more
1. New EU and UK disclosure requirements - The new disclosure requirements for investment managers and advisers with respect to their environmental, social and corporate governance (ESG) policies will apply in the European...more
Yesterday, November 23, 2020, the Staff of the Securities and Exchange Commission Division of Corporation Finance issued CF Disclosure Guidance Topic No. 10. The guidance addresses disclosure considerations for companies...more
Yesterday, Corp Fin posted CF Disclosure Guidance: Topic No. 10, Disclosure Considerations for China-Based Issuers, which provides guidance regarding disclosure considerations for companies based in or with the majority of...more
Does increased appraisal risk have an effect on manager behavior? Recent research (unpublished) suggests it does. In this paper (earlier version), the author examines target manager disclosure behavior before and after the...more
The European Shareholders' Rights Directive II (“SRD II”) has been transposed into Irish law with the publication of the European Union (Shareholders’ Rights) Regulations 2020 (“Regulations”). The Regulations aim to promote...more
Welcome to the 2020 edition of In Principle. With the United Kingdom (UK) leaving the European Union (EU) on31 January 2020, and moving into a transition period which will last until 31 December 2020, Brexit of courselooms...more
The regulatory regime and disclosure requirements for listed companies in the UK will continue to evolve in 2020. Issuers and their advisers should be aware of the key legal developments that will occur during this year,...more
As part of the EU Sustainability Action Plan and the Sustainable Finance initiative, the revised Directive 2007/36/EC (the “Shareholder Rights Directive” or “SRD II”) introduces new requirements on asset managers to establish...more
Two UK regulatory bodies are currently consulting on rules relating institutional shareholders’ engagement with and stewardship of their investee companies. The Financial Conduct Authority (“FCA”) consultation paper relates...more
The Delaware courts issued a number of significant decisions in 2018 that are likely to have ripple effects throughout 2019. Among them were a series of cases that further developed the parameters of the Corwin and MFW...more
We’ve put lawyers from our offices in Spain, France, Germany, the Netherlands, and the U.S. on the spot. Having got them thinking about when they’ve been up against shareholders in M&A litigation, we asked for pointers you...more
A monthly newsletter covering topics of interest in the field of UK corporate law including mergers and acquisitions, listed companies, equity capital markets, corporate governance and general company law. ...more
Snap Inc., which debuted on the New York Stock Exchange (NYSE) on March 2nd, was the largest tech IPO since Alibaba went public in 2014. Initially priced at $17 per share, the share price jumped to more than $24 by the end of...more
The publication of the Regulations is driven by the continued effort to attract additional foreign investment into the Kingdom and to harmonize the CMA’s own rules with those of the newly revised Companies Law2, as overseen...more
The U.S. Securities and Exchange Commission and drugmaker Allergan settled claims that Allergan failed to disclose negotiations with third parties following the announcement of a hostile tender offer by Valeant and co-bidder...more
A California court recently granted Symantec’s demurrer in a lawsuit that challenged its proxy statement disclosures in connection with an annual meeting. For those of us who haven’t been to law school recently, a demurrer...more
On December 21, 2012, the U.S. Securities and Exchange Commission (SEC) indicated in its semiannual regulatory agenda that the staff of the SEC’s Division of Corporation Finance is considering whether to recommend that the...more