News & Analysis as of

Shareholders

Executive Regulation on Value Added Tax in the UAE

by Bracewell LLP on

The United Arab Emirates (“UAE”) Federal Tax Authority has recently published the draft Executive Regulations of Federal Decree Law No. 8 of 2017 on Value Added Tax (the “VAT Law”) which introduces a 5% VAT on the import and...more

House Passes Tax Cuts and Jobs Act: How the Senate Proposal Compares

by Shearman & Sterling LLP on

On November 2, 2017, the House Ways and Means Committee (the “House Committee”) released its plan for comprehensive tax reform: the “Tax Cuts and Jobs Act of 2017” (H.R. 1) (the “House Bill”). Following a week of hearings,...more

“Lawyer Driven” Books and Records Demand Rejected by the Delaware Court of Chancery

by Reed Smith on

The Delaware Court of Chancery rejects the ability for stockholders to access a corporation’s books and records based on “lawyer driven” motives. A recent decision of the Delaware Court of Chancery, Wilkinson v. A....more

S Corp. Shareholder To Tax Court: “Here’s Why I Deserve These Loss Deductions”

by Farrell Fritz, P.C. on

A post earlier this year considered the basis-limitation that restricts the ability of S corporation shareholders to deduct their pro rata share of the corporation’s losses. It was observed that, over the years, shareholders...more

SEC Provides Greater Deference to Public Company Boards

On Nov. 1, 2017, the Securities and Exchange Commission (SEC) issued Staff Legal Bulletin No. 14I(CF), which articulates important interpretive guidance relating to shareholder proposals submitted to public companies for...more

Section 220 Demand Denied In Lawyer-Driven Litigation

by Fox Rothschild LLP on

In the recent decision of Wilkinson v. Schulman, C.A. No. 2017-0138-VCL (Del. Ch. Nov. 13, 2017), the Court of Chancery denied a Section 220 books and records demand on the basis that even though the demand stated a “proper...more

SEC Issues Additional Guidance Related to Shareholder Proposals

by BakerHostetler on

On Nov. 1, 2017, the Securities and Exchange Commission (SEC) issued Staff Legal Bulletin (SLB) No.14I to provide additional guidance related to shareholder proposals and Exchange Act Rule 14a-8. Specifically, the SLB...more

Be Careful What You Ask For in a Section 225 Case

by Morris James LLP on

Delaware recognizes the need to promptly resolve disputes over the composition of the board of directors of a Delaware corporation. Section 225 of the Delaware General Corporation Law provides that the Delaware Court of...more

SEC Comment about “Affiliate” Stockholder in Public Float Calculation

by Bass, Berry & Sims PLC on

In monitoring SEC comment letters, we came across this SEC comment letter made public this month. It serves as a reminder to registrants that, when calculating a company’s public float, there is an informal presumption that a...more

Court Of Chancery Rejects Attorney-Driven Books And Records Demand

by Morris James LLP on

Wilkinson v. A. Schulman, Inc., C.A. No. 2017-0138-VCL (Nov. 13, 2017) - This decision has potential far-reaching consequences for shareholder-plaintiff litigation. As is well known, some entrepreneurial plaintiff-side...more

Activist Shareholder, the CCO and Compliance

by Thomas Fox on

t certainly is one thing for a company to make changes in their compliance program based upon ongoing monitoring, evolving best practices or remediation during an investigation. ...more

Blog: Corp Fin Senior Special Counsel discusses new SLB on shareholder proposals

by Cooley LLP on

On a webcast today, “Shareholder Proposals: Corp Fin Speaks,” presented by TheCorporateCounsel.net, Matt McNair, Senior Special Counsel in Corp Fin’s Office of Chief Counsel, provided some “soft” guidance regarding the...more

SEC Releases Timely Guidance on Shareholder Proposals

by White & Case LLP on

On November 1, 2017, the staff (the "Staff") of the Division of Corporation Finance of the Securities and Exchange Commission (the "SEC") released Staff Legal Bulletin No. 14I (the "Guidance"), providing guidance on the...more

Lessons for Private Equity Shareholders and Merging Parties from the FTC’s Challenge of Red Ventures/Bankrate

by Goodwin on

The Federal Trade Commission recently challenged Red Ventures’ proposed $1.4 billion acquisition of Bankrate, alleging it would lessen competition in the market for third-party paid referral services for senior living...more

EPA Administrator Moves to End “Sue and Settle”

by K&L Gates LLP on

On October 16, EPA Administrator Scott Pruitt announced a Directive to address “sue and settle” concerns with new procedures allowing public participation prior to settling lawsuits challenging EPA actions. For states,...more

Alert: Updates to ISS Governance QualityScore and Special Data Verification Period Opening November 13, 2017

by Cooley LLP on

What is QualityScore? Institutional Shareholder Services (ISS) rates corporate governance quality and risk for companies in 30 markets, including constituents of the U.S. Russell 3000, through a product called...more

SEC's warning shot to ICOs call for Expertise in Regulatory Affairs and Marketing.

by Slim Ventures LLC on

As reported in the Wall Street Journal today, the SEC Chief stated that he has not seen an ICO yet that is not a security. As expected, the market will continue to be more difficult both from a marketability and a regulatory...more

SEC Releases New Guidance on Shareholder Proposals

by Bracewell LLP on

On November 1, 2017, the Staff of the Division of Corporation Finance of the Securities and Exchange Commission published in Staff Legal Bulletin No. 14I guidance relating to the excludability of certain shareholder proposals...more

SEC Issues New Guidance on Shareholder Proposals

by Foley & Lardner LLP on

On November 1, 2017, the Division of Corporation Finance of the U.S. Securities and Exchange Commission (SEC) released Staff Legal Bulletin No. 14I (SLB 14I), which provides important guidance to public companies reviewing...more

SEC Issues New Guidance on Shareholder Proposals

by Foley & Lardner LLP on

On November 1, 2017, the Division of Corporation Finance of the U.S. Securities and Exchange Commission (SEC) released Staff Legal Bulletin No. 14I (SLB 14I), which provides important guidance to public companies reviewing...more

Tax Reform Bill May Eliminate Need to Limit Credit Support Attributable to CFCs for US Corporate Borrowers

by White & Case LLP on

Under current law, the direct or indirect pledge of the assets of a "controlled foreign corporation" (a "CFC") as collateral security for, among other things, a borrowing of a US person is treated as an investment in US...more

Me Too, But Now What? What Board Members Need to Know About Workplace Sexual Harassment

by Foley & Lardner LLP on

Allegations of workplace sexual harassment and assault have recently made headlines from Silicon Valley to Hollywood and have brought down the careers of numerous high-profile executives. Partially a response to the uptick in...more

To Demand or Not Demand, “Futility” is the Question

by Farrell Fritz, P.C. on

Under Delaware law, the decision to commence litigation on behalf of a corporation is, of course, a fundamental exercise of business judgment, which decision rests with the Board of Directors. A shareholder, therefore,...more

SCA delivers clarity on locus standi for oppressive conduct

by Hogan Lovells on

In the reportable case of Smyth v Investec Bank Ltd (674/2016) [2017] ZASCA 147, the Supreme Court of Appeal held that the beneficial owners of shares in a company are not eligible to join as co-applicants with the relevant...more

SEC Provides Guidance on Exclusion of Shareholder Proposals

by Alston & Bird on

Just in time for the 2018 proxy season, the Securities and Exchange Commission released guidance on the ordinary business and economic relevance exceptions under Rule 14a-8. Our Securities Group breaks down the new guidance...more

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