Latest Publications

Share:

Delaware Governor Signs Into Law Amendments to Delaware’s General Corporation Law

On July 17, 2024, Delaware Governor John Carney signed into law amendments to the Delaware General Corporation Law (DGCL) from Senate Bill 313 that had sparked considerable controversy within the corporate law and governance...more

Corporate Governance: 2024 Midyear Review

In this midyear update, we cover a number of significant corporate governance developments that have taken place over the first half of the year and since our Corporate Governance 2023 Year-End Review....more

Supreme Court Limits SEC’s In-House Adjudicative Powers

On June 27, 2024, in Securities and Exchange Commission v. Jarkesy, the Supreme Court held that the Securities and Exchange Commission’s (SEC or the Commission) administrative process for adjudicating fraud-based enforcement...more

Supreme Court Grants Certiorari To Determine Scope of Required Corporate Risk Disclosures

On June 10, 2024, the Supreme Court granted certiorari in Facebook, Inc. v. Amalgamated Bank to review a decision by the Ninth Circuit Court of Appeals holding that Facebook could be held liable under Section 10(b) and Rule...more

Court Dismisses Stockholder Suit Against Meta: Affirms a Firm-Specific Model of Corporate Management

On April 30, 2024, the Delaware Court of Chancery dismissed a stockholder lawsuit against social media giant Meta Platforms, Inc., its board of directors and company founder, Mark Zuckerberg. The decision rejected novel...more

Supreme Court Resolves Circuit Split and Holds ‘Pure Omissions’ Outside Reach of Section 10(b) Liability

On April 12, a unanimous Supreme Court held in Macquarie Infrastructure Corp. v. Moab Partners, L.P. that material omissions are actionable under Section 10(b) of the Exchange Act and its enabling SEC Rule 10b-5 only if the...more

SEC Secures Jury Verdict in Shadow Insider Trading Trial

On April 5, 2024, a federal jury in San Francisco returned a verdict in favor of the Securities and Exchange Commission (SEC) in Securities and Exchange Commission v. Panuwat. The jury found that a corporate executive had...more

Diversity in the Boardroom: Full Fifth Circuit Plans to Rehear Challenge to the SEC Approval of Nasdaq Board Diversity Rules

The Fifth Circuit has vacated the opinion we discussed in our Oct. 30, 2023, client alert Diversity in the Boardroom: Fifth Circuit Rejects Challenge to the SEC Nasdaq Board Diversity Rules; En Banc Petition Quickly Filed and...more

Second Circuit Narrows SEC Disgorgement Powers and Deepens Circuit Split

In a significant recent decision, Securities and Exchange Commission v. Govil, the Second Circuit substantially narrowed the scope of the Securities and Exchange Commission’s (SEC) disgorgement powers to cases in which the...more

Reexamining the Enforceability of Forum-Selection Provisions

Forum-selection provisions have become an increasingly common tool for managing corporate litigation risks. By including these provisions in their charters or bylaws, corporations can designate an exclusive forum — most...more

Diversity in the Boardroom: Fifth Circuit Rejects Challenge to the SEC Nasdaq Board Diversity Rules; En Banc Petition Quickly...

The U.S. Court of Appeals for the Fifth Circuit (Court) recently rejected challenges to Nasdaq’s “Board Diversity” framework. Those rules require Nasdaq-listed companies to report that they have, or explain why they do not...more

New York District Court Holds Late 13D Filing Can Lead to Private Damages Under Section 10(b)

On Sept. 29, 2023, Southern District of New York Judge Andrew L. Carter issued a decision denying Elon Musk’s motion to dismiss a securities fraud class action brought against him. The gravamen of the claim was that Musk...more

Supreme Court Grants Certiorari to Resolve Circuit Split on Whether SEC Disclosure Rule Triggers Section 10(b) Liability

On Sept. 29, 2023, the U.S. Supreme Court granted certiorari in Macquarie Infrastructure Corp. v. Moab Partners, L.P. to review a decision by the Second Circuit reviving an investor lawsuit alleging Section 10(b) and Rule...more

Supreme Court Grants Certiorari to Determine Constitutionality of SEC Administrative Law Process

On June 30, 2023, the Supreme Court granted certiorari in Securities and Exchange Commission v. Jarkesy to review a decision by the Fifth Circuit rejecting key aspects of the Securities and Exchange Commission’s (SEC or the...more

En Banc Panel of the Ninth Circuit Affirms Dismissal of Derivative Suit Based on Forum-Selection Clause

In a recent 6-5 ruling, an en banc panel of the Ninth Circuit affirmed the dismissal of a derivative suit asserting Exchange Act violations against The Gap, Inc. and its directors. The district court had dismissed the suit —...more

Supreme Court Unanimously Narrows Scope of Liability Under Section 11(a) of Securities Act of 1933

In Slack Technologies, LLC v. Pirani,1 the Supreme Court­­ on June 1, 2023, unanimously held that even in a case involving direct listing of both registered and unregistered securities, to state a claim under Section 11(a) of...more

Delaware Chancery Court Finds CEO Violated Revlon Duties by Tilting Sale Process to Preferred Bidder and That the Bidder Aided and...

In a recent post-trial decision, Delaware Chancellor Kathaleen St. J. McCormick found a CEO personally liable for breaching his fiduciary duties for tilting the company’s sale to his preferred acquiror. The court further held...more

Ninth Circuit Agrees To Rehear Derivative Suit Previously Dismissed Based on Forum Selection Bylaw

The Ninth Circuit Court of Appeals recently agreed to rehear en banc the dismissal—based on a Delaware exclusive forum selection bylaw provision—of a shareholder derivative suit asserting violations of Section 14(a) of the...more

Diversity in the Boardroom: A Periodic Litigation and Governance Update

Efforts to increase diversity at the top of public companies remain at the forefront of corporate consciousness and governance. As we have previously reported , stakeholder interest in diversified leadership has led to a...more

Court Finds California Board Gender Diversity Statute Unconstitutional

On May 13, the Superior Court of California, County of Los Angeles, issued a verdict following a bench trial that effectively struck down SB 826, a California statute requiring the boards of public corporations based in the...more

9th Circuit Affirms Dismissal of Derivative Suit in Favor of Forum Selection Clause Designating Delaware Court of Chancery as...

As we have previously discussed, Lee v. Robert J. Fisher et al., Case No. 20 Civ. 6163 (N.D. Ca.), is one of a growing number of derivative lawsuits brought against public companies (in this case, The Gap Inc.) alleging...more

The SEC’s Climate and ESG Task Force Charges Vale S.A. With Securities Fraud

On April 28, the Securities and Exchange Commission (SEC) filed a complaint against the Brazilian mining company Vale S.A., alleging that the company made false and misleading statements to investors about the company’s...more

California Appellate Court Affirms Lower Court Decision Enforcing Federal Forum Selection Clause in Company’s Charter

As previously discussed in our Sept. 10, 2020, client alert, in Wong v. Restoration Robotics, Inc., Case No. 18-CIV-02609 (Cal. Super. Ct. Sept. 1, 2020), the Superior Court of California for the County of San Mateo dismissed...more

Court Concludes That California Board Diversity Statute Is Unconstitutional

On April 1, 2022, the Superior Court of California, County of Los Angeles, granted a summary judgment motion that effectively struck down AB 979, a California statute requiring the boards of public corporations based in the...more

Diversity in the Boardroom: A Litigation and Governance Update (UPDATED)

As noted in previous client alerts (including here), boardroom diversity continues to be an increasing focus of stakeholders ranging from legislators to institutional investors to retail stockholders. In recent years, their...more

48 Results
 / 
View per page
Page: of 2

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
- hide
- hide