by James M. Burns
In 2008, the New York Attorney General launched an investigation into the
manner in which Ingenix, a data collection subsidiary of UnitedHealth that
calculated "usual and customary" ("UCR") provider charges for...
When MF Global filed for bankruptcy yesterday, it not
only became the
eighth largest corporate bankruptcy in U.S. history . It also became the
first U.S. company taken down by the troubles afflicting European sovereign
debt. How big of a problem all...
Carney and Shepard have a new paper, Lawyers, Ignorance, and the Dominance of Delaware Corporate Law ,
which seems intuitively correct. One reason why Delaware has been able to
maitain its preeminent position with respect to the corporate law is that...
A compliance professional can turn the fun and chaos of
Halloween into a boring night on the study of procedure. Here, I'll prove it.
Let's start with costumes.
Have you imposed a "no costume = no candy" rule. Perhaps
by Stephen I. Glover and R. McMillan Price
Spin-offs and other business
separation transactions have reemerged as a favored way for large, diversified
companies to unlock stockholder value. This article provides an overview of the
Francis G.X. Pileggi, Member-in-Charge of Eckert Seamans, and Kevin F. Brady of Connolly Bove Lodge & Hutz LLP discuss the latest developments in Delaware corporate and commercial law, including the dismissal of a derivative action against Goldman...
In all of the noise about elections, OWS, flat tax,
approval ratings, etc., one voice really stood out for me in the last few days.
David Blood scrapped his prepared statement for a debate at St. Paul's
Cathedral in London and addressed what I...
a case for modernizing Rule 419 under the Securities Act of 1933
First I will outline the rule briefly, then talk about
what happened after the rule was passed, then discuss why modernizing the rule
makes sense given both market and regulatory...
The Delaware Court of Chancery, and the members of its
bench, have been sued in the U.S. District Court for the District of Delaware
over the relatively new arbitration procedures that allow for selected
lawsuits involving at least $1 million to be...
I often tell my clients, if you can benefit from being
public, and can bear the risks of doing so, you should seriously consider it,
regardless of your stage of development. However, in any well formulated
decision, it is important to review the pros...
On September 11, 2011, The New York Times
Without Claws," by Gretchen Morgenson. The article meant to highlight a
lackluster enforcement record by the Securities and Exchange Commission (SEC)
on executive pay "clawbacks"...
by Gary Larkin
Of all the messages coming out of The Conference Board
Committee on Corporate Political Spending Symposium Thursday, there was one
that resonated the most with public boards.
To put it succinctly, that message is that no matter...
Recently filed derivative suits now
proceeding in both Delaware and Texas which challenge the $21 billion
merger involving El Paso and Kinder Morgan again raise the issue of merger
litigation involving Delaware companies being filed outside Delaware...
One of the requirements of registration as a registered
investment adviser is the appointment of a Chief Compliance Officer and the
establishment of a formal compliance program. The SEC stated that a firm need
not hire a new person to be the CCO. However...
I will admit that I have been personally dismissive of
the Occupy Wall Street movement and the splinter group of Occupy Boston that I
pass by on the way to the office. Yesterday's post on Occupy
LEGO Land was an example. They lack a message and...
I continue to be impressed with the Occupy Wall Street
protesters. They are a daily, hourly reminder of the dysfunctionality of
our political and economic system, and of the power appropriated by a small
group of people in this country. People say...
you follow news affecting auditors, you may have noticed that the PCAOB made a
very rare disclosure yesterday about one of the big four firms,
Deloitte. The PCAOB said that Deloitte was previously sanctioned for not
being skeptical enough to challenge...
Apparently the various groups of potential bidders
(strategics and private equity) for Yahoo! are balking at signing the NDA
Yahoo! has offered up to them. According to Reuters , what's causing the consternation is
the "no cross-talk"...
When the Dodd-Frank Wall Street Reform and Consumer
Protection Act (Dodd-Frank) became law in 2010, it included a requirement that
most publicly traded companies include in their annual shareholder meeting
agendas an advisory vote to approve the compensation...
by Gary Larkin
Even though shareholders approved most of the executive
compensation plans put up for vote in the 2011 proxy season, the tiny minority
of failed say on pay votes are getting an inordinate amount of attention for a
myriad of reasons...
by Gary Larkin
If there is one message that comes across loud and clear
from the newly released Sustainability Matters: Why and How Corporate Boards Should
Become Involved from The Conference Board, it is that U.S. corporate
directors still lack...
In an interesting October 14, 2011 post-trial opinion,
Delaware Chancellor Leo
Strine entered a $1.263 billion award in the Southern Peru Copper
Corporation Shareholder Derivative Litigation. The lawsuit relates to Southern
Peru's April 2005 acquisition...
Reform of SEC Regulation A has taken a big step
forward in the US Congress. As regular readers know, the House Financial
Services Committee approved a bill to increase the amount which can be raised
in the "mini public offerings" permitted...
In the case of In Re The Goldman Sachs Group, Inc.
Shareholder Litigation , C.A. No. 5215-VCG (Oct. 12, 2011), read opinion here ,
Vice Chancellor Glasscock, in his first major corporate law decision, granted
defendants' motion to dismiss a derivative...
SciClone Settles FCPA Follow-on Derivative
Suit : In a settlement that involves a company with
significant Chinese operations -- and that also may represent something of a
template for the settlement of FCPA enforcement follow-on civil lawsuits --...