by Robert J. Pile, David A. Zimmerman, Jennifer D.
Lambert and Brian M. Murphy
The last several years have seen the investment
banker-led auction become a common method of selling businesses. Many
interested buyers participate in auctions, and follow...
Many public companies have advance notice bylaw
provisions requiring a shareholder to provide the company with advance notice
of matters or board nominees the shareholder wants to put forth for a
shareholder vote at a shareholders meeting, providing the...
a look ahead to other Dodd-Frank Act proxy or executive compensation related
On August 25, 2010, the SEC adopted new proxy rules that
are expected to be effective for most public companies for the 2011 proxy
season. The new rules...
New Appleman Premium Online Checklists -
§ 37.03 CHECKLIST: EVALUATING COVERAGE CLAIMS UNDER DIRECTORS' AND
OFFICERS' (D&O) INSURANCE POLICIES , is one of the 200 coverage checklists in New
Appleman Premium Online Checklists. This...
On this edition, Francis O. Scarpulla of Zelle Hoffman in San Francisco discusses the right to receive fees by plaintiffs' counsel under either a fee shifting statute or settlement or judgment. He talks about fee bidding, the use of a special master...
On this edition, Jonathan M. Eisenberg, Deputy Attorney General, Antitrust Law Section, Public Rights Division, Office of the Attorney General, California Department of Justice traces the history of the Cartwright Act in California, amendments to it over...
by European Commission Press Office
The EU Press Room announced that the European Commission approved the acquisition of Sun Microsystems by Oracle Corporation. After an in-depth investigation, the European Commission concluded that this acquisition...
by the Sutherland Regulatory Reform Task Force
On July 21, 2010, President Obama signed the Dodd-Frank Wall Street Reform and Consumer Protection Act (Act) into Law. The passage of the Act ends the first, lengthy chapter of financial services reform...
by Frank L. Fine
Until recently, there have been only isolated instances
in which information exchanges were caught by the European Commission pursuant
to Article 101(1) of the TFEU in the absence of a wider cartel. There is now a
wider array of information...
The federal securities laws have traditionally focused largely on disclosure, leaving corporate governance to state law. Nevertheless, Dodd-Franks expands the Commission's role in corporate governance in three key areas. This is consistent with the...
Prior articles have reviewed the provisions of Dodd-Frank
which focus on SEC Enforcement ( here ) and rule making ( here ). Other
provisions of the Act impact the Commission's authority regarding executive
compensation. In part, these are discussed...
On this edition, Stan Keller of Edwards Angell Palmer & Dodge and Hugh Makens of Warner Norcross & Judd discuss provisions of the Dodd-Frank Act that relate to executive compensation, corporate governance, private offerings and other issues. They...
The wait for
financial regulatory reform legislation is over. President Obama signed the
Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd Frank Act)
into law on July 21, 2010. The Dodd Frank Act, while primarily focused on
by Deborah G. Heilizer, Brian L. Rubin
and Shanyn L. Gillespie
Sutherland Asbill & Brennan LLP has completed its annual
review of disciplinary actions brought by the Financial Industry Regulatory
Authority (FINRA) in 2009. On June 22, 2010, FINRA...
New Chapter 27 explores the popularity of Side A D&O
Insurance policies, which have skyrocketed in recent years. Many insured and
insurers remain unclear as to how the policy should respond in various
circumstances and what is the true exposure being...
Planning a significant due diligence process can be
daunting, even for experienced deal makers. Some foresight and a little
preparation can make the process go smoothly. Spending a few hours at the
outset thinking through the process carefully...
Effective training programs incorporate all learning tools
available to reach the widest target audience. Effective training provides
knowledge about what an employee can and cannot do when confronting those 'grey
areas' that exist in the real...
by Michele Rose,
Christian Ward, and Lisa Perez
In Merck & Co. v. Reynolds , 130 S. Ct. 1784, 2010 U.S.
LEXIS 3671, (2010), the Supreme Court unanimously rejected the inquiry notice
standard numerous circuits applied in determining when...
The governance legacy of the recent credit
crisis is the importance of directors and officers effectively identifying,
quantifying and managing the company's most important risks. A new discussion
has been added which explains the purpose, importance...
In its typical rush to finish its term by July 4, the U.S. Supreme
Court just released an opinion in the case challenging the constitutionality of
the PCAOB, Free Enterprise Fund v. Public Company Accounting Oversight Board.
This commentary discusses...
§ 5.08 Executive Compensation.
For years shareholders have complained of the highly lucrative executive
compensation arrangements maintained by their
companies, and some complaints have found their way into the courts. Examples
of such lawsuits...
Needle, Inc. v. NFL , 2010 U.S. LEXIS 4166 (U.S. May 24, 2010) , the
Court addressed the type of conduct falling within a "contract,
combination. . . or conspiracy" in restraint of trade under Section 1 of
the Sherman Act, 15
by Maureen McGuirl
American Needle, Inc. v. NFL , 2010 U.S.
LEXIS 4166 (U.S. May 24, 2010) , the Supreme Court unanimously held
that the National Football League's (NFL) teams and National Football League
Properties (NFLP) could not be considered...
On this edition, Frank Aquila, partner in the Sullivan & Cromwell LLP Mergers & Acquisitions Group, discusses issues to consider when adopting a rights plan, structuring an optimal board process, dealing with derivatives and the effectiveness...
Relatively few cases address the fiduciary
duties of an acquiring board. These cases indicate that, absent a conflict of
interest, courts will generally apply the deferential standard of the business
judgment rule to a board's acquisition decision...