On October 10, 2023, the SEC adopted rule amendments related to Section 13 beneficial ownership reporting rules (the “Final Rules”). In brief, the Final Rules accelerate the filing deadlines for Schedules 13D and 13G,...more
10/25/2023
/ Beneficial Owner ,
Business Ownership ,
Corporate Counsel ,
Derivatives ,
Final Rules ,
Regulatory Reform ,
Reporting Requirements ,
Schedule 13D ,
Schedule 13G ,
Section 13 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
In March 2019, we reported that the UK’s Financial Reporting Council (“FRC”) was consulting on proposed changes to the UK’s Stewardship Code (the “Stewardship Code”). Those consultations have led to an updated 2020 edition of...more
In a decision as notable for its criticisms of the trial court judge as its contributions to Delaware appraisal jurisprudence, the Delaware Supreme Court in Verition Partners Master Fund Ltd. v. Aruba Networks, Inc. reversed...more
In Stobart v Tinkler [2019] EWHC 258 (Comm), the high court has taken an extremely restricted view of the freedom of a dissident director to take his case outside the boardroom. At the same time, the court largely endorsed...more
4/17/2019
/ Board Members ,
Business Litigation ,
Companies Act ,
Confidential Information ,
Director Removal ,
Fiduciary Duty ,
Public Communications ,
Publicly-Traded Companies ,
Resignation ,
Shareholders ,
UK
Two UK regulatory bodies are currently consulting on rules relating institutional shareholders’ engagement with and stewardship of their investee companies. The Financial Conduct Authority (“FCA”) consultation paper relates...more
The U.S. Securities and Exchange Commission (the “SEC”) approved a final rule on December 18, 2018 implementing Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). ...more
On October 16, 2018, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery issued a post-trial opinion in In re PLX Technology Inc. Stockholder Litigation, a dispute arising from the August 2014 merger between...more
Two recent decisions by the Delaware Court of Chancery underscore that the outcome of an appraisal proceeding often will turn on the quality of a company’s sale process. ...more
The U.S. Attorney for the Southern District of Florida has recently decided to intervene in a lawsuit brought under the Federal False Claims Act and initiated by a whistleblower. The U.S. Attorney has filed his own...more
3/21/2018
/ Drug Compounding ,
False Billing ,
False Claims Act (FCA) ,
Fraud and Abuse ,
Healthcare Fraud ,
Investment Portfolios ,
Investment Products ,
Kickbacks ,
Medical Reimbursement ,
Pharmaceutical Industry ,
Private Equity Firms ,
TRICARE ,
Whistleblowers
In a December 8th decision (Sarissa Capital Domestic Fund LP, et. al. v. Innoviva, Inc.), the Delaware Court of Chancery ruled in favor of Sarissa Capital Domestic Fund LP and certain of its affiliates in concluding that...more
On November 1, 2017, the staff of the Division of Corporate Finance of the Securities and Exchange Commission published Staff Legal Bulletin No. 14I. SLB 14I provides additional guidance to companies and shareholders...more
Over the past few years, private equity funds and hedge funds have increasingly employed tactics traditionally employed by the other as part of their value maximization strategies. Underscoring this convergence has been a...more
3/3/2017
/ Filing Requirements ,
Going-Private Transactions ,
Hart-Scott-Rodino Act ,
Hedge Funds ,
Insider Trading ,
Investment ,
Private Equity ,
Schedule 13D ,
Section 16 ,
Securities and Exchange Commission (SEC) ,
Value Maximization
In its August 27th post-trial opinion, In re Dole Food Co., Inc. Stockholder Litigation, the Delaware Chancery Court held Dole executives David Murdock and Michael Carter personally liable for $148 million in damages for...more
8/31/2015
/ Aiding and Abetting ,
Breach of Duty ,
Buy-Out Agreements ,
Controlling Stockholders ,
Corporate Counsel ,
Deutsche Bank ,
Dole Food ,
Fairness Standard ,
Fiduciary Duty ,
Financial Adviser ,
Independent Director ,
Merger Agreements ,
MFW ,
Minority Shareholders ,
Popular ,
Private Offerings ,
Stocks