News & Analysis as of


Save the World, Reduce Your Cost of Capital: How Danone is Turning ESG Impact into Lower Borrowing Costs

The world is changing! Over the last several years, Environmental, Social and Governance (ESG) criteria have been an emerging focus in the investing world, primarily driven by equity investors where it can be harder for a...more

The Case for Putting in Pre-Emption Buyout Articles in the Company’s Constitution

by Allen & Overy LLP on

Perennial (Capitol) Pte Ltd v Capitol Investment Holdings Pte Ltd [2018] SGCA 11 involved an application to wind up three companies, Capitol Investment Holdings Pte Ltd, Capitol Hotel Management Pte Ltd and Capitol Retail...more

Delaware Public Policy Does Not Preclude D&O Insurance Coverage for Fraud

by Morris James LLP on

In Arch Insurance v. Murdock, (Del. Ch. Mar. 1, 2018), a D&O insurance coverage dispute, the state Superior Court’s complex commercial litigation division reasoned broadly to hold that, absent a contrary choice of law clause,...more

China Issues New Measures to Regulate Equity Holdings in Insurance Companies

by Hogan Lovells on

After two rounds of consultation, the China Insurance Regulatory Commission (“CIRC“) released the final version of the Administrative Measures for Equity Interests in Insurance Companies (the “New Measures“) on March 7, 2018,...more

New Tax Law May Result in Additional Taxes for Certain US Persons who Directly or Indirectly Own Equity in a Foreign Corporation

by White & Case LLP on

The new federal tax rules (informally known as the Tax Cuts and Jobs Act ("TCJA")), signed into law on December 22, 2017, significantly expand the situations in which a foreign corporation will be treated as a "controlled...more

Blog: BDO Identifies Questions Companies May Need To Address At Annual Meetings Of Shareholders This Season

by Cooley LLP on

Just in time to get ready for those annual meetings of shareholders, accounting firm BDO’s Center for Corporate Governance and Financial Reporting has developed a list of topics that companies should be prepared to address at...more

Companies Must Carefully Consider ESG Disclosures Under UK Non-Financial Reporting Directive

by Latham & Watkins LLP on

Companies should conduct thorough due diligence in light of closer scrutiny from stakeholders and governmental and non-governmental bodies. Companies are facing increasing pressure to report on environmental, social, and...more

Converting from an S Corporation to a C Corporation

by Thompson Coburn LLP on

Effect of 2017 Tax Reform on Choice of Business Entity summarizes considerations in choosing whether to continue being an S corporation or convert to a C corporation. In most cases, exit planning suggests remaining an...more

Blog: SEC Chair Confirms Mandatory Shareholder Arbitration Provisions And Dual-Class Share Structures Not Near-Term Priorities

by Cooley LLP on

Last week, at a meeting of the SEC’s Investor Advisory Committee, SEC Chair Jay Clayton delivered an opening statement, part of which addressed two governance topics of recent debate. One of the topics—dual-class share...more

Reminders for Annual Meeting Proxy Materials

When finalizing proxy materials for upcoming annual shareholder meetings, we recommend that public companies consider the following requirements under the Securities and Exchange Commission (SEC) rules and stock exchange...more

Court Considers Interaction between Alleged Controlling Stockholder and Corwin

In Re Rouse Properties, Inc. Fiduciary Litigation considers what the Delaware Court of Chancery describes as a pattern in the post-Corwin, post-MFW world....more

New Tax Act: 2017 Trap for 10% U.S. Owners of Foreign Corporations

by Snell & Wilmer on

The Tax Cuts and Jobs Act of 2017 (the “Tax Act”) modifies Section 965 of the Internal Revenue Code (“IRC”) by expanding the definition of “subpart F income” of United States shareholders (“U.S. shareholder”) for the last tax...more

Shareholders of S Corps can defer payment of Transition Tax

by Foodman CPAs & Advisors on

The Tax Cuts and Jobs Act (TCJA) includes a provision requiring U.S. Shareholder Taxpayers that own 10% or more of a Controlled Foreign Corporation (CFC) and other “Specified Foreign Corporations” to pay a “transition tax”...more

Antitrust Alert: French Competition Authority Concludes Online Advertising Sector Inquiry And Announces Possible Further Actions

by Jones Day on

The French Competition Authority ("FCA") has published the results of its sector-specific inquiry into display online advertising. The 125-page opinion of March 6, 2018, ("Opinion") identifies potential competition concerns...more

Institutional Investor Shareholdings Come Under European Commission Scrutiny

by Jones Day on

The Situation: A recent study examining common corporate shareholdings in the United States argues that the holding of even minority stakes in rival companies by institutional investors affects competition. The European...more

2017 Tax Act: Choice of Entity

by White and Williams LLP on

We recently prepared an alert on the new 20% qualified business income deduction that was added by the 2017 Tax Act. We have received many questions from our clients and friends about whether, notwithstanding the QBI...more

Court Of Chancery Explains Proper Evidence To Support Inspection Claim

by Morris James LLP on

In Re UnitedHealth Group Inc. Section 220 Litigation, C.A. 2017-0681-VCMR (February 28, 2018) - To obtain inspection rights from a Delaware corporation to investigate alleged wrongdoing, the petitioner needs some evidence...more

Delaware Superior Court Upholds Coverage For Fraud Claim

by Morris James LLP on

Arch Insurance Company v. Murdock, C.A. N16C-01-104 EMD CCLD (March 1, 2018) - This decision upholds coverage under a D&O policy for a claim alleging fraud by directors. This is not too surprising as the Delaware...more

Court Of Chancery Holds Demand Is Not Excused When Only Best Practices Were Not Followed

by Morris James LLP on

Wilkin v. Narachi, C.A. 12412-VCMR (February 28, 2018) - Demand on directors is not required when it is alleged that they have violated a statute or rule. But when the claim is only that they violated the "best practices”...more

A Beginner’s Guide to Governing Documents & Rules

I talk a lot on this blog about Robert’s Rules. But let’s be clear that Robert’s Rules (or your parliamentary authority of choice) is not the end-all, be-all. Truth-be-told, there are many sets of rules that your organization...more

The “Stockholder Ratification” Defense and Investors Bancorp: What Are “Meaningful Limits” in Proposing Director Discretionary...

by Locke Lord LLP on

On December 13, 2017, the Delaware Supreme Court issued In re Investors Bancorp, Inc. Stockholder Litigation, Case No. 169. The holding of this case could be particularly impactful to Delaware corporations because of its...more

Chris Lazarini Analyzes "Common and Usual Meaning" Interpretation of Insurance Contracts

by Bass, Berry & Sims PLC on

Bass, Berry & Sims attorney Chris Lazarini analyzed a case in which UBS Puerto Rico sought to overcome its insurance carriers' refusal to defend and provide coverage for two civil actions, settlements with the SEC and FINRA...more

SEC Reinforces and Elevates Cybersecurity Guidance; Board Oversight of Cybersecurity at the Forefront

by King & Spalding on

On February 21, 2018, the Securities and Exchange Commission (“SEC”) published interpretive guidance on public company cybersecurity disclosures. While the new guidance confirms the SEC’s intensified focus on cybersecurity...more

Blog: Corp Fin Grants Relief Under “Economic Relevance” Exclusion Of Rule 14a-8(I)(5)

by Cooley LLP on

You might recall that, in November last year, Corp Fin issued new Staff Legal Bulletin No. 14I, Shareholder Proposals, which, among other things, addressed the “economic relevance” exclusion of Rule 14a-8(i)(5). That rule...more

Netherlands: Corporate Group Decision Making and Employee Participation

by Dentons on

In the management structure of global companies, the de facto management of a Dutch subsidiary may, in practice, be in the hands of the (ultimate) shareholder. This business practice is often part of a matrix organization, in...more

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