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Shareholders

SEC-NYU Program on Shareholder Engagement

The Securities and Exchange Commission’s Division of Economic and Risk Analysis is hosting a session in collaboration with New York University’s Salomon Center for the Study of Financial Institutions to discuss shareholder...more

2018 Proxy Advisory Firm Voting Guidelines: Canadian Highlights

As an early step in preparing for the upcoming proxy season, issuers should familiarize themselves with the Canadian proxy voting guidelines recently published by Institutional Shareholder Services Inc. (ISS) and Glass Lewis...more

Tax Reform: What Does the Tax Cuts and Jobs Act Mean for the Transportation, Ports and Maritime Industry?

The Tax Cuts and Jobs Act of 2017 (the “Act”) was signed into law by President Donald Trump on December 22, 2017. The Act changes many provisions of the Internal Revenue Code, from individual and business provisions, to...more

Blog: Does Inclusion Of Executive Compensation Metrics Related To Corporate Social Responsibility Lead To Long-Term Value...

by Cooley LLP on

In this recent academic study, Social Responsibility Criteria in Executive Compensation: Effectiveness and Implications for Firm Outcomes, the authors examined the impact of the integration of elements of corporate social...more

Tax Reform: What Does the Tax Cuts and Jobs Act Mean for the Technology Industry?

The Tax Cuts and Jobs Act of 2017 (the “Act”) was signed into law by President Donald Trump on December 22, 2017. The Act changes many provisions of the Internal Revenue Code, from individual and business provisions, to...more

Delaware Supreme Court Imposes New Limits on Stockholder Ratification Defense In Connection With Equity Incentive Plans

In In re Investors Bancorp, Inc. Stockholder Litigation, No. 169, 2017, 2017 WL 6374741 (Del. Dec. 13, 2017), the Delaware Supreme Court limited the ability of directors to assert the stockholder ratification defense when...more

Law Firm Shareholders Liable For Trust Fund Recovery Penalties

by Fox Rothschild LLP on

The Internal Revenue Code requires employers to withhold certain taxes in “a special fund in trust for the United States” (sec. 7501(a)). IRS regulations require employers to pay these trust fund taxes to the IRS quarterly....more

Main Effects of U.S. Tax Reform on Foreign Taxpayers

by Holland & Knight LLP on

President Donald Trump signed the U.S. tax reform bill previously entitled the Tax Cuts and Jobs Act into law on December 22, 2017, enacting comprehensive U.S. tax reform with most provisions becoming effective starting on...more

Tax Act: Vote and Value

by Alston & Bird on

Our Federal Tax Group explains the nuances tax reform brings to the definition of a U.S. shareholder, including a surprise for controlled foreign corporations. One of the new Tax Cuts and Jobs Act’s changes to Subpart F...more

Impacts on Foreign Operations That Affects Wholly-Owned and Majority Subsidiaries, And Potentially Minority Owned Stakes As Well

Summary: - On December 15, Congress released its final version of Tax Reform – the Conference Report Bill (the Bill). The Bill was signed into law by President Trump on December 22. ...more

Court Of Chancery Explains Inspection Rights Under An LLC Agreement

by Morris James LLP on

Aloha Power Company LLC v. Regenesis Power LLC, C.A. 12697-VCMR (Dec. 22, 2017) - This books and records decision addresses inspection rights granted under an LLC agreement. It also is useful as a reminder that a mere...more

Court Of Chancery Explains When A Prediction Is A Misleading Disclosure

by Morris James LLP on

Chatham Asset Management LLC v. Papanier, C.A. No. 2017-0088-AGB (Dec. 22, 2017) - It is often said that a mere prediction of some future event cannot be misleading because such predictions are speculations that cannot be...more

California Court of Appeal Holds that Demand Futility Must be Reassessed at Time of Filing of Amended Complaint

In Apple Inc. v. Superior Court, No. H044133, 2017 WL 6275830 (Cal. App. Dec. 11, 2017), the California Court of Appeal, Sixth District, considered whether a plaintiff asserting a shareholder derivative lawsuit must plead...more

Summary of Tax Cuts and Jobs Act

The Tax Cuts and Jobs Act of 2017 (the “Act”) was signed into law by President Donald Trump on December 22, 2017. The Act changes many provisions of the Internal Revenue Code, from individual and business provisions, to...more

M&A Update: Delaware Court of Chancery Enforces Oral Agreement to Settle Proxy Contest

In a December 8th decision (Sarissa Capital Domestic Fund LP, et. al. v. Innoviva, Inc.), the Delaware Court of Chancery ruled in favor of Sarissa Capital Domestic Fund LP and certain of its affiliates in concluding that...more

Supreme Court Reverses Chancery's Dell Appraisal Decision

by Morris James LLP on

In one of the most anticipated opinions of 2017, Delaware’s Supreme Court reversed the Court of Chancery’s appraisal decision valuing Dell, Inc.’s shares after its management-led buyout in 2013. In its unanimous en banc...more

President Signs New Tax Law: The Return of Corporations for Small Businesses?

by McNair Law Firm, P.A. on

President Trump signed into law a major overhaul of the US tax system. The corporate tax rates have changed from a system of graduated tax rates up to 35% to a flat tax on corporate profits of 21%. The alternative minimum tax...more

Shareholder Activism on Climate Is Only Going to Increase

While EPA continues to go backwards on climate, evidence continues to mount that investors are only going to get more aggressive. There were two developments worth noting this month. First, Bloomberg Markets reported that...more

Lead and Copper Rule/Drinking Water: December 14th U.S. Environmental Protection Agency Letter Seeking Input on Potential...

The United States Environmental Protection Agency (“EPA”) Office of Water is circulating a December 14th letter to stakeholders seeking input on potential revisions to the Lead and Copper Rule (“LCR”). EPA’s letter states...more

SCC Affirms Duty of Care but Reduces Auditor’s Damages in Livent Decision

On December 20, 2017, the Supreme Court of Canada (SCC) released its long-awaited decision in Deloitte & Touche v. Livent Inc. (Receiver of) (Livent), which addressed the issue of the auditor’s liability for failing to detect...more

Congress Releases Revised Conference Bill on Tax Reform - A Look at How It Compares with Earlier House and Senate Bills

by Holland & Knight LLP on

Congress released the "Tax Cuts and Jobs Act" on late Friday evening, Dec. 15, 2017. This version of the bill is the result of a conference committee process to marry the different bills previously passed by the U.S. House of...more

Alert: Delaware Supreme Court Reverses Dell’s Merger Appraisal Price Bump

by Cooley LLP on

On December 14, 2017, the Delaware Supreme Court reversed and remanded the Court of Chancery's appraisal of the fair value of Dell Inc. The trial court's 2016 ruling, which found that a $25 billion management-led buyout...more

Court Of Chancery Explains Caremark Claims

by Morris James LLP on

Oklahoma Firefighters Pension & Retirement System v. Corbett, C.A. 12151-VCG (December 18, 2017) - This decision is an exhaustive review of what constitutes a Caremark claim. It makes it clear that merely because the...more

Court looks to shareholder to make payment on behalf of litigant

by Allen & Overy LLP on

The Court of Appeal applied a new legal test for considering whether an appeal had been stifled by a condition to make a payment into court. The appellant could not make the payment itself so the question was whether the...more

Delaware Supreme Court Issues Important Opinion in Dell Appraisal Case

On December 14, 2017, the Delaware Supreme Court issued its much-anticipated opinion in the Dell appraisal case, Dell, Inc. v. Magnetar Global Event Driven Master Fund Ltd., affirming in part, and reversing in part, the...more

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