As a compliance officer, I often find that many lessons
come from enforcement actions. Those actions imposed on compliance officers are
especially instructive. The latest to catch my attention comes from the United
The Financial Services...
Before we get back to my commentary on the new seasoning
requirements for major exchanges, I've just confirmed something that was in the
"devil in the details" category.
The new requirement says the seasoning period must
by Barbara Blackford
Board diversity in the United States has remained
relatively unchanged, despite a variety of developments affecting United States
public companies, including an increased emphasis on business justifications
for diversity and...
SV Investment Partners, LLC v. ThoughtWorks,
Inc., No. 107, 2011 (Del. Supr., Nov. 15, 2011), read Delaware
Supreme Court opinion here .
Whether SV Investments failed to carry its burden of
proof that "legally available funds"...
The trailer for the great sequel Jaws 2 (1978)
included the fearful tag, "Just when you thought it was safe to go back in
There were many times in the last 20 years that those of
us in reverse merger land thought it was safe...
Cyber security, and the importance of management and
board engagement on the issue, has been generating a lot of discussion lately.
Indeed, the spate of security breaches has made it clear that no organization
is immune and that, as a society, we must...
Our colleague Mimi Hunter
recently summarized the basic aspects of due diligence in the context of a
venture capital investment ( What is due diligence? ). In this series of posts, I will
highlight considerations for due diligence in the context of a...
On November 11, the
Columbia Law School co-hosted with Wachtell, Lipton, Rosen & Katz, a symposium
entitled: The Delaware Court of Chancery: Change and Continuity . In
addition to Justice Jack Jacobs of the Delaware Supreme Court, each of the 5...
In Winshall v. Viacom Int'l., C. A. No. 6074-CS
(Del. Ch., Nov. 10, 2011), read opinion here , the
Delaware Court of Chancery granted a motion to dismiss a claim for breach of
the implied covenant of good faith and fair dealing in a dispute over...
A new M&A
Corporate Development Report from Merrill DataSite and mergermarket was released this past
week. It addresses the M&A outlook for the coming year. They
report finding a largely positive view toward M&A deal volume and deal
by Barbara Blackford
This week, The Conference Board issued its The 2011 U.S. Director Compensation and Board Practices Report .
The report is based on a survey of 334 public companies
jointly conducted by The Conference Board, NASDAQ OMX, and NYSE...
Garrett v. Zon Capital Partners, L.P. , C.
A. No. 5607-CS (Del. Ch., Nov. 10, 2011), read letter ruling here .
Whether a motion for class certification should be
granted pursuant to Court of Chancery Rule 23 in connection with...
Overall levels of corporate and securities litigation
declined during the third quarter of 2011 relative to recent quarters but 2011
annualized filings remain above historical levels, according to a recent report
from the insurance information firm...
For those of you who like me have been
watching in disbelief as the
accounting scandal engulfing Olympus Corp. has slowly unfolded like a
slow-motion train wreck, I am sure you have many questions, but one that occurs
to me in particular to ask is...
Francis G.X. Pileggi, Member-in-Charge of Eckert Seamans,
and Kevin F. Brady of Connolly Bove Lodge & Hutz discuss the Delaware Court of
Chancery's opinion in Dubroff v. Wren Holdings LLC . The issues addressed in the opinion include:
Dubroff v. Wren Holdings, LLC,
C.A. No. 3940-VCN (Del. Ch. Oct. 28, 2011), read 45-page opinion here .
See prior Chancery decisions in this case highlighted on these pages here
and here .
The issues addressed in this gem of...
In Parcell v. Southwall Technologies, Inc. , C.A.
No. 7003-VCL (Del. Ch. Nov. 7, 2011)(transcript), the Delaware Court of
Chancery refused to stay litigation challenging a transaction despite parallel
litigation pending in California challenging the...
In Coughlan v. NXP B.V ., C. A. No. 5110-VCG (Del.
Ch. Nov. 4, 2011), the Delaware Court of Chancery applied the step transaction
doctrine and the equitable principle that elevates substance over form, in order
to grant summary judgment in a contract...
The Dodd-Frank Act included a host of executive-pay
reforms, such as the "say on pay" requirement that affected companies in
2011. One of the Dodd-Frank reforms currently awaiting SEC regulation is
the mandate that...
One of the primary purposes for which policyholders
purchase D&O insurance is to provide directors and officers with defense
cost protection in the event claims are made against them. However, a September
15, 2011 decision by a justice of the New...
by Melissa Aguilar
With the 2012 presidential and congressional elections
hurtling toward us and another proxy season just around the corner, the topic
of corporate political spending is looming large, as U.S. companies weigh decisions
One of the benefits to using a limited liability company
is the flexibility of being able to choose how the entity is taxed. After
a new LLC is formed, its owners must decide the method by which they would like
their business taxed. By default, an...
Failure of CG has led to capture
For the past thirty years I have focused my energies on
corporate governance and the legitimacy of corporate power. And by
legitimate, I mean that the people who exercise power for the corporations need
to be accountable...
The Reverse Merger Wire reports that Public
Company Accounting Oversight Board (PCAOB) Chair James Doty is growing a
little impatient with Chinese securities regulators over the issue of
inspections of Chinese accounting firms that are auditing US...
I've been giving some more thought to the recent
challenge by the Delaware Open Government Coalition to Delaware's new
arbitration procedure. It's a very interesting issue and won that I think
Delaware is ultimately going to lose. I don't...