by Barbara Blackford
A Director Note by Richard Sandler and Elizabeth
Weinstein, Davis Polk & Wardell, recently published by The Conference Board
examines the corporate governance practices of the top 50 IPO companies from
2009 through August...
I've blogged about Delaware's new arbitration procedure
before. Now that the parties in the legal challenge to the procedure are
preparing for arguments on a summary judgment motion, I thought it might be an
appropriate time to chime in again...
In Sullivan v. DB Investments, Inc. ("Sullivan II"), No.
08-2784, 2011 U.S. App. LEXIS 25185 (3d Cir. Dec. 20, 2011) (en banc), the
Third Circuit reinstated the district court's certification of a nationwide
class settlement comprising...
SEC Form 8-K is meant to report "current events" that
occur between quarterly periodic reports by public companies. They are
effective upon filing and not generally subject to SEC review. In 2005, to
appropriately close a disclosure loophole...
In a post-trial decision, the Court of Chancery in Dweck
v. Nasser , C. A. No. 1353-VCL (Jan. 18, 2012), found that Dweck, the former
CEO, a director and 30% stockholder in Kids International Corporation ("Kids"),
and Kevin Taxin, Kids'...
The arrival of a new year means that another proxy season
is not that far off. A highlight of the 2011 proxy season was that it
marked the first year in which shareholder advisory votes on executive
compensation ("Say on Pay") were conducted...
Cambium Ltd. v. Trilantic Capital Partners, No.
363, 2011 (Del. Supr, Jan. 20, 2011), read Order here .
This Order of the Delaware Supreme Court applied the
recent decision of Delaware's High Court in the Central Mortgage
case in which it clarified...
by Nicholas Turner
Earlier this year the Supreme Court ruled 8-1 to reverse
a decision from the Ninth Circuit and enforce a provision in a credit-card
agreement requiring plaintiffs to arbitrate claims over unfair lending
practices. The decision...
American corporations today are like the great European
monarchies of yore: They have the power to control the rules under which they
function and to direct the allocation of public resources. This is not a
prediction of what's to come; this is...
My column at American
Banker this past Friday, "The Riskiest Careers in Financial Services, Finally Rewarded,"
included a couple of obvious examples of high risk, high reward for this hot new
job title. The largest four US banks have examples...
by Barbara Blackford
The decision of whether or not to separate the chair and
chief executive roles remains a hot governance topic for public companies,
boards, and shareholders. While the number of companies separating the
roles of board chair...
Trilogy Portfolio Company, LLC v. Brookfield
Real Estate Financial Partners, LLC , C.A. No. 7161-VCP (Del.
Ch., Jan. 13, 2012), read opinion here .
Whether the restructuring of a $2.7 billion mortgage loan
secured by the Atlantis...
An acquaintance in the compliance field sent me a copy of
Seidman's How and I let it sit around for months. (My "To
Read" stack has grown very tall.) I assumed How
was vanity book and would rattle on and on about Seidman's...
The Deal Prof looks at The Carlyle Group's proposed IPO and
figures it's a corporate governance dud. I agree. Carlyle's Amended and
Restated Limited Partnership Agreement ( Appendix A to the S-1A ) has a dispute resolution provision
Baruch Lev is a world class thinker on accountancy and
corporate operational matters. I have long admired his work and am very
much taken with his new book. Writing
from the view of corporate management, he recognizes the legitimacy of
by Barbara Blackford
What are the biggest corporate governance challenges and
issues for 2012? I spoke with a number of investors and other governance
experts, and here's what they said:
compensation will continue in the spotlight...
by Natalie S. Marcus
On December 2, 2011, a federal judge took the
extraordinary step of issuing an advisory opinion about an area of law that has
little precedent. In In re: Fresh and Process Potatoes Antitrust Litigation ,
No. 10-2186 (D. Idaho...
On January 13, 2012, the Court of Chancery issued
non-binding guidelines or "best practices" to help lawyers and their parties
handle common and sometimes complex procedural issues that arise in
litigation before the Delaware Court of Chancery...
There seems to be a general consensus that the amount of
M&A-related litigation is increasing. The question of how to quantify the
increase has attracted quite a bit of attention lately. In a recent
post , I previewed a forthcoming report from...
Steinhardt v. Howard-Anderson , C.A. No. 5878-VCL (Del. Ch. Jan. 6, 2012), read opinion here .
This opinion addressed the issue of whether representative plaintiffs in a putative class action should be in sanctioned for trading on...
Steven Davidoff has just posted a nice case study of the Airgas decision forthcoming in the Columbia Business Law Review. Steven had a front-row view of the Airgas hostile offer and subsequent litigation. (Google Deal Prof and Airgas if you don't...
Greetings from somewhere above the Midwest on my way to speak at the OneMedPlace conference in San Francisco this week, with the latest RM news.
Barron's reports that a lawsuit was filed this past Thursday against Nasdaq by CleanTech Innovations...
Professor Stephen Bainbridge, a corporate law scholar often cited in Delaware decisions, has written an article entitled: "Corporate Lawyers as Gatekeeper", which was excerpted from his book titled: Corporate Governance After the Financial Crisis...
The Honorable Myron T. Steele, Chief Justice of the Delaware Supreme Court, spoke at the Stanford Law School's Rock Center for Corporate Governance on the topic of "Shareholder Empowerment v. Board Authority" recently. The video and audio...