News & Analysis as of

Shareholders

Court Of Chancery Explains Basis For Inspection Of Alleged Wrongdoing

by Morris James LLP on

Silverberg v. ATC Healthcare Inc., C.A. 2017-0242-JRS (December 5, 2017) - While the standard to win the right to inspect corporate records to investigate alleged wrongdoing is a lenient one, it is still not enough to just...more

Trust Fund Tax: Responsible = Liable (?)

by Farrell Fritz, P.C. on

Some shareholders are content with being wholly passive investors in a corporation. Others desire some degree of participation in the day-to-day management of the corporation’s business. Still others are willing to abstain...more

Five Things to Know about the Tax Cuts and Jobs Act

Even with the bill still in Conference, here are some things businesses should follow closely. Both House and Senate Bills call for deemed repatriation of accumulated foreign profits at reduced tax rates. ...more

New Staff Guidance on Shareholder Proposals

by Morrison & Foerster LLP on

On November 1, 2017, the Staff of the SEC’s Division of Corporation Finance released Staff Legal Bulletin No. 14I (“SLB 14I”), which provides new guidance on how the Staff will evaluate arguments for omission of a shareholder...more

New German Money Laundering Act Establishes Additional Transparency Requirements for Certain Listed Companies, European Capital...

by Jones Day on

On 25 June 2017, the new German Money Laundering Act came into force, which primarily implements the 4th European Anti-Money-Laundering Directive (EU 2015/849) into German law. Among others, the Act establishes a new...more

ICSA and The Investment Association Publish Guidance on Board Engagement with Stakeholders, European Capital Markets Update

by Jones Day on

In September 2017, ICSA: The Governance Institute ("ICSA") and The Investment Association published new guidance to help company boards ensure that they consider and understand the interests of their key stakeholders when...more

Court of Appeals Ruling Eases the Way for Shareholders to Bring Derivative Suits Against Cayman Islands Companies in the New York...

On Nov. 20, 2017, the New York Court of Appeals held that in a derivative action brought in a New York court against a company incorporated in the Cayman Islands, the plaintiff need not comply with Rule 12A of the Cayman...more

Pre-Merger Suit Deemed Premature By Chancery, Dismissal Granted

by Fox Rothschild LLP on

In a recent decision by the Delaware Court of Chancery, In re Straight Path Commc’ns Inc. Consol. S’holder Litig., Civil Action No. 2017-0486-SG (Del. Ch. Nov. 20, 20107), Vice Chancellor Glasscock stayed consideration of a...more

Court Of Chancery Determines When A Proxy Is Irrevocable And When It Has Jurisdiction To Decide Equitable Ownership In A Section...

by Morris James LLP on

Zohar II 2005-1 Limited v. FSAR Holdings Inc., C.A. No. 12946-VCS (Nov. 30, 2017) - This is an important decision for two reasons. First, it determines when a proxy is irrevocable under Delaware law. To be irrevocable...more

Book Value Sales

by Alston & Bird on

Corporate groups like to have affiliates sell property to each other at book value. They know what book value is, but may not know fair market value. However, using book value as the sales price, even within consolidated...more

Court Of Chancery Applies Corwin And Test For Control

by Morris James LLP on

Peter Van Der Fluit v. Yates, C.A. No. 12553-VCMR (Nov. 30, 2017) - Briefly, under Corwin, the informed vote of a majority of the disinterested stockholders subjects a transaction to the business judgment rule when the...more

First-Time Conversion of a Mutual Fund to a Closed-End Fund

by Ropes & Gray LLP on

In an industry first, a mutual fund converted to a closed-end fund with the same investment objective and strategy. As described below, the conversion was approved by the fund’s board of trustees (“Board”) and by a majority...more

Glass Lewis Issues 2018 Voting Policies Update

by King & Spalding on

On November 22, 2017, Glass Lewis issued its updated proxy voting guidelines for the upcoming 2018 proxy season. Notable updates applicable to U.S. companies include new or revised policies relating to: ..gender diversity...more

The Numbers Don’t Lie: The SEC Pursues a More Streamlined Enforcement Agenda

One of the most eye-catching items in the recently released 2017 Annual Report of the Enforcement Division of the Securities and Exchange Commission (SEC or the Commission) is the significant decline in enforcement activity...more

Preparing for the Shareholder Proposal Season

On November 16, 2017, Skadden held our webinar “Preparing for the Shareholder Proposal Season.” The panelists were Michael Garland, Assistant Comptroller for Corporate Governance and Responsible Investment in the Office of...more

Legal Risk Management Forum: panel highlights

by Ropes & Gray LLP on

Watch panels – in their entirety – from our Legal Risk Management Forum: http://bit.ly/2AirKK3. The Legal Risk Management Forum, a half-day forum hosted by the Financial Times and Ropes & Gray, brought together risk...more

New Guidance from SEC Encourages Board Involvement in Excluding Certain Shareholder Proposals

by Fenwick & West LLP on

The staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission on November 1, 2017, issued a new Staff Legal Bulletin regarding shareholder proposals under Rule 14a-8. Staff Legal Bulletin 14I...more

German Public M&A Q1 – Q3 2017: Overview and current issues

by White & Case LLP on

German Takeovers in the headlines of the press - So far this year, three takeover bids have made headlines in the German financial press. After major struggles between the executive board, supervisory board and...more

A Court of Justice of the European Union Ruling Declared That Provisions of the Commercial Companies Code Restrict the Freedom of...

by K&L Gates LLP on

The provisions of the Commercial Companies Code (Commercial Companies Code Act of September 15, 2000, Code of Commercial Companies, uniform text in Journal of Laws of 2017, item 1577, hereinafter referred to as: “CCC”) do not...more

Open-End Fund Converts to Closed-End Fund

In what has been reported as a market first, the independent directors and shareholders of an open-end fund (mutual fund) agreed to convert an approximately $1 billion open-end fund to an exchange-listed, closed-end fund....more

Commercial Division Dismisses Derivative Lawsuit After Board Rejects Shareholder Demand

The decision to bring a lawsuit on behalf of a corporation is entrusted to the corporation’s board of directors. A shareholder may not maintain a derivative lawsuit on behalf of a corporation without first making a demand on...more

Court Of Chancery Finds Pre-Merger Suit Unripe

by Morris James LLP on

This is an interesting decision with potential implications for future shareholder litigation. Briefly, the complaint alleged that, in connection with a proposed merger, the controlling shareholder secured a side deal at the...more

Surrogate’s Court Declines to Order Demise of Fashion Business

by Farrell Fritz, P.C. on

When you want to sue to dissolve a business in New York on behalf of the estate of a deceased shareholder, to which court should you go: Supreme or Surrogate’s Court? ...more

Blog: Do Performance Metrics Based On rTSR Transform An Equity Award Into A Lottery Ticket?

by Cooley LLP on

According to a 2017 report from Equilar, an executive compensation data firm, “relative total shareholder return” continues to be the most common performance measure used in long-term incentive plans for CEOs among S&P 500...more

Court of Chancery Dismisses Derivative Action for Failure to Plead Demand Futility

by Morris James LLP on

A cardinal principle of Delaware law is that directors manage the business and affairs of a Delaware corporation. This includes decisions regarding whether to pursue claims against officers and directors whose breach of duty...more

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