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Shareholders

Bankruptcy Remoteness Going to a Court of Appeals--Fifth Circuit Issues Speedy, Focused Affirmance of the Dismissal of the...

Our February 22 post (with updates on March 19, April 17 and April 25) reported on a bankruptcy court decision dismissing a voluntary corporate Chapter 11 petition that had not been approved by a preferred stockholder of the...more

Blog: Will the call for mandatory audit firm rotation be renewed?

by Cooley LLP on

Starting in 2018, new rules required disclosure of auditor tenure in audit reports. (See this PubCo post.) And, for some companies, those tenures can stretch over a century. For example, KPMG reported that it has audited GE...more

Blog: Authors advocate seven steps for effective board evaluations

by Cooley LLP on

Having a board evaluation is a regular event for most public companies. But is it a productive practice or just another corporate governance kabuki—a perfunctory, check-the-box exercise with no real impact? “Board...more

Even Minority Interest in a Competitor Could Violate Antitrust Laws

by Faegre Baker Daniels on

Companies and shareholders contemplating mergers or acquisitions must consider all potential anticompetitive implications of a deal, including the competitive effects of minority shareholder interests. The Federal Trade...more

New Rules for CBCA Companies

by Bennett Jones LLP on

Companies incorporated under the Canada Business Corporations Act (CBCA) will need to consider new rules regarding director elections, diversity disclosure, shareholder communications and other matters....more

Tax Cuts and Jobs Act Taxes Some Incentives - ACREL News & Notes

Section 118 provides “[i]n the case of a corporation, gross income does not include any contribution to the capital of the taxpayer.” The regulations promulgated under Section 118 under prior law provide, with respect to...more

2018 Arizona Legislative Session: What’s New for Arizona Employers?

Arizona’s fifty-third legislature ended in early May of 2018 while over 50,000 demonstrators protested for increased education funding at the state capitol. While the #RedForEd movement essentially ground all remaining...more

Why "Transfer or Hypothecate"?

by Allen Matkins on

Section 204(b) permits the articles of incorporation to include reasonable restrictions upon the right to transfer or hypothecate shares of any class or classes or series. This is the only time the word "hypothecate" appears...more

Blog: Nontraditional board candidates made headway in 2017

by Cooley LLP on

According to a new report from the EY Center for Board Matters, 54% of the 2017 class of directors of Fortune 100 companies served in non-CEO roles and 40% were female. More than half of the Fortune 100 added at least one...more

Court Of Chancery Denies Garner Exception Absent A Fiduciary Duty

by Morris James LLP on

Morris v. Spectra Energy Partners (DE) GP, LP C.A. 12110-VCG (May 7, 2018) - The famous Garner case permits inspection of otherwise privileged communications when its strict criteria are satisfied....more

Blog: Best Practices Committee Offers Recommendations For Conduct Of Virtual Annual Meetings

by Cooley LLP on

For most companies, annual shareholder meetings are non-events, with little to no shareholder attendance. That’s why the concept of virtual annual meetings—which allow shareholders to overcome the logistical and financial...more

Lawyers on Tap: Tap Tips for Entity Formation and Taxation

by Verrill Dana LLP on

In this episode of Verrill Voices: Lawyers on Tap, Verrill Dana attorneys Jennifer Green and Jonathan Dunitz discuss the importance of entity formation to the overall success of a brewery business, and the differences between...more

Do Shareholders Need to Make a Demand Upon the Board of Directors Before Filing Suit on a Family-Owned Corporation’s Behalf?

by Murtha Cullina on

When a shareholder claims that a director or officer has harmed a corporation through his or her improper conduct, these claims typically must be brought through a derivative action, in which the shareholder sues on behalf of...more

Tesla’s Stock Option Grant To Its CEO

by McCarter & English, LLP on

On January 21, 2018, Tesla, Inc. (Tesla), the electric car manufacturer (also in the business of sustainable energy generation and storage), granted its Chairman and Chief Executive Officer, Elon Musk, an option, subject to...more

Hong Kong’s New Listing Regime for Emerging and Innovative Companies

by White & Case LLP on

The Hong Kong Stock Exchange has amended its Listing Rules to allow listings of biotech companies that do not meet financial eligibility tests, high growth and innovative companies with weighted voting rights structures, and...more

Commercial Division Enjoins Xerox-Fujifilm Deal Resulting In Resignation of Xerox’s CEO

On April 27, 2018, Justice Barry Ostrager of the Commercial Division enjoined a no-cash transaction that would have granted Fujifilm (“Fuji”) a 50.1% controlling interest in Xerox. ...more

Latest Department of Labor Guidance on Economically Targeted Investments and Shareholder Engagement: Requires Plan Fiduciaries to...

In late April, the Department of Labor (“DOL”) released FAB 2018-01 addressing and clarifying previous guidance concerning economically targeted investments (“ETIs”), shareholder engagement and proxy voting. The general...more

Neighbor v. Neighbor

When your neighbor breaches the proprietary lease, can you successfully sue him? The question of whether a shareholder was a “third-party beneficiary” of the lease between her upstairs neighbor and the cooperative was at the...more

Department of Labor Warns about Socially Responsible Investing and Shareholder Activism

On April 23, 2018, the Department of Labor (DOL) issued Field Assistance Bulletin 2018-01 (FAB 2018-1) warning its national and regional offices that fiduciaries who invest plan assets based on public policy factors or who...more

Focus on ESG: What it Means for REITs

by King & Spalding on

Over the past 18 months, shareholder focus on environmental, social and governance issues - known collectively as “ESG” - has increased significantly. Once the target area of specialty investors, ESG issues are now a higher...more

Breaching the D&O Firewall: The Rise of Cybersecurity Regulations for Businesses and the Future Effects on D&O Insurance

by White and Williams LLP on

For many D&O insurers, the risk of exposure posed by cybersecurity incidents involving their insureds has been unclear at best. Cybersecurity incidents, and the corresponding shareholder claims that follow, pose unique and...more

Venture Capital Firms and Their Portfolio Company Directors Face Risk of Liability for Conflicts of Interest

by Foley & Lardner LLP on

Venture capital firms and their director designees on portfolio company boards can find themselves stuck between their fiduciary duty to common shareholders and the terms of preferred investment documents. Before any other...more

Saudi Arabia Update – April 2018

by Dentons on

Companies Law amended - The Council of Ministers approved 11 amendments to the Companies Law on 10 April 2018 (the Amendments) – a brief summary is below. Companies established in Saudi Arabia should consider reviewing...more

New Tax Law Makes Asset Deals More Attractive for Family Business Owners

Buyers often prefer to structure family business acquisitions as taxable asset purchases. In a taxable asset purchase, the buyer is entitled to write up the basis of the seller’s assets to fair market value, and then going...more

Blog: Shareholder Vote On Auditors Puts The Heat On The Board

by Cooley LLP on

As discussed in this PubCo post, both ISS and Glass Lewis recommended voting against a proposal to ratify the appointment of GE’s auditor, KPMG, at the 2018 GE annual shareholders meeting, a pretty unusual event in itself. ...more

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