by Maricel P. Montano
The Seventh Circuit's holding
in In re Text Messaging concerning the relationship of Twombly to standards for
interlocutory appeals is, as the court explained a "novelty" not
addressed by previous cases. Maricel Montano...
LexisNexis would like to express its deep sadness over
the sudden passing of R. Bradbury Clark. Mr. Clark was the general
consultant and editor of our publication Ballantine & Sterling
California Corporation Laws , a leading California legal treatise...
News Corp. and at least its British Division News
International now present a sterling opportunity to apply the UK Corporate
Governance Code, and evaluate the risk management processes, tone at the top,
and internal controls-how they were applied,...
by Gary Larkin
If you sit on the board of any of the 39 companies that
had a failed Say on Pay vote the past proxy season, I don't need to tell you
that despite the fact the votes were only "advisory" there will be some
In Genger v. TR Investors, LLC, No. 592, 2010
(Del. Supr., July 18, 2011), read opinion here , the
Delaware Supreme Court addressed electronic discovery issues in a 45-page
opinion that warrants close examination by those engaged in business
On June 21, 2011, the Public Company Accounting Oversight
Board (PCAOB) issued a concept release seeking input on possible changes to
auditors' reports. These changes, if adopted, have the potential to increase
both the cost of required audit services...
When an ex-Chairman, CEO and Director sues his former
company, are the company's defense expenses covered under its D&O insurance
policy? According to the June 24, 2011 report and recommendation of Middle
District of Tennessee Magistrate Judge...
"What is of more concern
to shareholders is that it looks like C.E.O. pay is recovering faster than
company fortunes," said Paul Hodgson, chief communications officer for
GovernanceMetrics International, a ratings and research firm ("...
Just 37 reverse mergers were completed in the second
quarter of 2011, according to the Reverse Merger Report . That's down
over 50% from the second quarter of last year. Still way more than IPOs, but
down is down. Much of this, of course has to...
The current China hot button appears to be a series of
meetings between representatives of the Securities and Exchange Commission, the
Public Company Accounting Oversight Board, and their counterparts in China. The
hope is to convince the PRC government...
by Gary Larkin
The early word on what U.S. public companies should do
following the first mandatory year of Say on Pay is to review the level of
engagement with shareholders vs. the level of support the company received on
the advisory vote.
Don't get me wrong.
I'm thrilled that there's a lot of traffic in my lane.
What I mean is, it's good for everyone that we're talking about these issues
and that someone other than me and a few other broken records are playing...
After my recent post on Oklahoma's bid to change its corporate law to require staggered
boards of all publicly-traded OK corporations , a well-informed reader confirmed
for me why I will always remain a cynic at heart. The state of state
Over the past few weeks, Google+
has exploded as a new social web platform. We had friends on Facebook and followers
on Twitter. Now there are Circles
on Google+ .
What does this mean from a compliance perspective?
Not much for right now. Google...
I was surprised to see the continuing defense of the
Foreign Corrupt Practices Act (FCPA) in publications normally thought of as
pro-business. On July 1, authors Amol Mehra and Ajoke Agbool published an
article in Forbes.com entitled, " The
On this episode of the LexisNexis Corporate &
Commercial Insights, Steve Berstler speaks to Francis G.X. Pileggi,
Member-in-Charge, Eckert Seamans Cherin & Mellott, LLC, Wilmington, DE,
about status quo orders, bifurcation in BAE Systems vs. Lockheed...
On 4 October 2010, the Basel Committee on Banking Supervision ("BCBS") published a set of principles for enhancing corporate governance in banks (the "Principles"). The Principles are intended to provide targeted supervisory...
This Legal Alert addresses the "White Paper
on High-Level Corporate Governance Principles for Use in U.S. Insurance
Regulation" Click here for White Paper exposed
for comment at the Spring NAIC Meeting in Austin, Texas. The...
Sorry for the paucity of posts...it's the summer and I'm
working under editor deadlines. That said, I thought I'd point out an article in today's WSJ about a pending change in the
Oklahoma corporate law. Oklahoma is amending its corporate...
Sagarra Inversiones, S.L. v. Cementos
Portland Valderrivas, S.A., No. 6179-VCN (Del.Ch. July 7, 2011),
read letter ruling here .
When is the poor financial condition of a defendant
"poor enough" to satisfy the irreparable...
Information and advice galore, I see-new daily articles and lists to help people identify and satisfy director responsibilities. Drilling down into greater and greater detail, it is not too difficult to lose the forest for the trees. I am myself responsible...
In BAE Systems Information and Electronic Systems Integration, Inc. v. Lockheed Martin Corp ., C.A. No. 3099-VCN (Del. Ch. June 30, 2011), read letter ruling here , the Delaware Court of Chancery granted a motion to bifurcate what the Court described...
By Amelia Torres and Marisa Gonzalez Iglesias, European Commission Press Release Office (Brussells, Belgium).
Brussels, 30 May 2011 -- The European Commission has opened two separate in-depth investigations under the EU Merger Regulation into two proposed...
by William A.S. Magrath
William Magrath performs an in-depth analysis of the Third Circuit's en
banc review of Sullivan v. DB Investments. Mr. Magrath notes that while a
prediction of a decision based on the judges' questions during oral ...
Dr. Steven Schwartz is a Senior Vice President at NERA Economic Counseling where he specializes in antitrust, intellectual property, valuation, and damage estimation matters. He has directed and performed numerous antitrust analyses in connection with...