Doing the "right thing" can be very difficult. This is
particularly true when the world seems to be saying otherwise. Such is the case
of Ted Urban, who served for years as the General Counsel of regional broker
Ferris Baker Watts, Inc. after...
The following is a general summary of § 262 of the DGCL.
The rights and obligations of stockholders and companies will vary depending
upon the circumstances of the particular merger. The appraisal process under §
262 of the DGCL, however...
In Re Dollar Thrifty Shareholder
Litigation, C.A. No. 5458 (Del. Ch., Sept.
8, 2010), read 84-page opinion here . The Court of Chancery issued this opinion last night,
denying the request for a preliminary injunction to block the merger by which
In a series of posts, I have been exploring the
"nuts and bolts" of D&O insurance. In this post, the fourth in
the series, I examine issues surrounding the application for D&O insurance
and the surrounding application process. Although...
Edward G. Eisert, Lawrence B. Patent, Gordon F. Peery and Charles R. Mills
The primary objectives of Dodd-Frank are to bring about
greater transparency and to enable regulators to better manage individual
counterparty and broader systemic risks...
In a post yesterday on TheAtlantic.com, Daniel
Indiviglio posed the question " Does Hurd's New Oracle Gig Prove Business Ethics Don't Matter ?"
Indiviglio noted that while Mark Hurd's missteps at H-P may have been
I'm not sure what to make of Mark Hurd, Hewlett-Packard,
Larry Ellison, and Oracle.
HP threw Hurd out on the street for some stupid behavior.
By throwing out on the street, I mean let him keep most of his compensation package.
Every fall since I first started writing this blog, I
have assembled a list of the current hot topics in the world of directors' and
officers' liability. This year's list is set out below. As should be obvious,
there is a lot going on right...
The SEC brought an action against LACE Financial for issues
with its independence. We also learned that the SEC
had investigated whether rating agency Moody's Investors Service, Inc.
violated the registration provisions or the antifraud provisions...
I'm of the mind that the answer to that question is
likely no. In his Stanford Law Review paper of a few years ago ( Professorial Bear Hug ),
Vice Chancellor Strine made it clear that ... well ... it wasn't clear.
Of course we professors would...
Local cultural norms and standards present all kinds of
business and legal challenges for multinational companies. What is accepted and
even expected in one country may be illegal in another. The situation is
becoming even more challenging, though...
Recent decisions of the Delaware courts have clarified the
remedies for breaches of the duty of disclosure. The duty of disclosure owed by
directors to stockholders is not a separate fiduciary duty, but instead an
application of the duties of care and...
On August 12, 2010, the U. S. Court of Appeals for the
Eighth Circuit affirmed the denial of class certification in Avritt v.
Reliastar Life Ins. Co. , No. 09-2843 (8th Cir. Aug. 12, 2010), a case in
which Plaintiffs challenged the manner in which...
Yesterday, the SEC settled
insider trading charges against James Self and Stephen Goldfield . Self was
director of Business Development at Merck and Goldfield, Self's classmate at
the Wharton School (UPenn), was a hedge fund manager. According...
The anti-money laundering and customer identification
rules are important market policing tools monitored by the SEC, the Financial
Crimes Enforcement Network or FinCEN and FINRA. Pinnacle Capital Markets LLC, a
broker dealer whose customers are largely...
by Stacey H. Crawshaw-Lewis, Deana L. S. Gregory, and Carol Juang McCoog
On July 21, 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"). The Dodd-Frank...
by Andrew W. Singer
NOTE: The statute link below may be accessed
by lexis.com subscribers.
Non-subscribers may obtain Research Value Packages by the day, week, or month
Beginning January 1, 2011,
brokers previously required to report...
The Moody's Investors Services, Inc. Section 21(a) report
released on August 31, 2010 gives an indication of the potential impact of
Dodd-Frank. It is based on an existing limitation of the enforcement program,
but reflects the removal of that...
Hedge funds were a key subject of debate during the
passage of Dodd-Frank. While the funds were not tied to the causes of the
market crisis, they do represent large pools of assets which can impact the
market. Regulators frequently note that they have...
Situation: Choose your poison. A whistle-blower
complaint is lodged against your company; the Securities and Exchange
Commission (SEC) has called to say it plans to investigate a recent restatement
of earnings; or your general counsel receives a derivative...
For years, Dell Inc. shareholders, the investing public
and the markets were told that the company had a superior business model. The
company met street expectations quarter after quarter and year after year with
such consistency that a skeptical analyst...
Most securities lawsuits settle. The common assumption is
that once the cases are settled, the litigation wraps up and everybody moves
on. But does the litigation have a lingering effect on the defendant company?
Is there a "hidden dark side"...
Purchase out of the money call options set to expire in
two weeks, be an employee of the company acting as an adviser in the merger,
not have any activity on that stock before, use an account in your name,
exclusively use option when you have barely...
month, in the FCPA Blog , Bruce Hinchey discussed his upcoming
publication, " Punishing the Penitent: Disproportionate Fines in Recent
FCPA Enforcements and Suggested Improvements " which analyzes
differences between bribes...
It's official. Social media is a risk factor. At least
according to Estee Lauder and lululemon athletica .
Over at Footnoted , Michelle Leder and her team dig
through SEC filings digging up the dirt on bad corporate behavior. They were