LexisNexis® Legal Newsroom
Expanded Pleadings in Weiss v. Swanson

In this Expert Commentary, Donald J. Wolfe and Michael A. Pittenger describe the Delaware Court of Chancery’s expansion of the pleading standards applicable to claims of breach of fiduciary duty for "spring-loading" and "bullet-dodging" in connection with the issuance of stock...

Pleading Scienter: The Remand of Makor Issues v. Tellabs

The Seventh Circuit on remand applied the Supreme Court's new Tellabs standard for pleading scienter under the Private Securities Litigation Reform Act (PSLRA) in Makor Issues & Rights, Ltd. v. Tellabs, Inc. This commentary, written by Georgene Vairo, Professor and author and editor of several...

Yurow on U.S. v. Leonard

In U.S. v. Leonard , 529 F.3d 83 (2d Cir. 2008), the Second Circuit considered whether an interest in a limited liability company was a security for purposes of the federal securities laws. The court's answer -- yes -- was based not on the corporate form or the terms of the parties' agreement...

Kardis on the Information Superhighway and Fair Disclosure

Can the internet handle important tasks like "fair disclosure?" With the release of Commission Guidance on the Use of Company Web Sites, the Securities and Exchange Commission (Commission) has proclaimed that some company Web sites are capable enough to handle the responsibility and some are...

The Filip Memorandum: Is It Really Better Than Its Ancestors?

On August 28, 2008, then Deputy Attorney General Mark Filip issued, on behalf of the United States Department of Justice (''DOJ''), a memorandum purportedly revising the DOJs Principles of Federal Prosecution of Business Organizations ("Filip Memorandum''). This article addresses...

Patrick Santel, Liz Bassett and Rachel A. Miles on Texaco, Inc. v. Pennzoil, Co.: When Letters of Intent Are Binding and Drafting Guidance

Letters of intent in merger and acquisition transactions may give rise to unintended legal consequences, such as being bound when parties did not intend to be so bound or third parties may be liable for tortious interference. The Texaco v. Pennzoil case forced boards of directors and legal practitioners...

Steven A. Lauer on the Compliance Department Budget and Value Maximization

Traditional notions of compliance budgeting no longer apply to today’s rigorous requirements. As a result, the compliance officer needs to make a case for funding, as does every other corporate principal. Necessary to maximizing the value of an "effective" compliance program is establishing...

Henry C. Blackiston on Compliance, Executive Compensation, and Option Dating

More than 90 companies have been investigated by federal prosecutors, regulators, or independent board committees for backdating stock option grants. This Commentary expands the discussion by renowned expert Henry C. Blackiston contained in chapter 34, Executive Compensation, in Corporate Compliance...

The SEC May Expand Compensation and Governance Disclosure for 2010 Proxy Season

The SEC recently released new proposed rules concerning compensation and corporate governance disclosure for public company proxy statements and other filings. This Emerging Issues Analysis provides a summary of the key components of the proposed rule changes and the SEC's comment requests relating...

Circuit Splits, Arbitration Clauses, and Other Notes from Around the Web

Circuits Split on Pleading Loss Causation: In a December 16, 2014 opinion written by Judge Milan D. Smith, Jr. for a unanimous three-judge panel of the Ninth Circuit, the appellate court affirmed the dismissal of the securities class action lawsuit that had been filed against Apollo Group and certain...