William Mills

Cadwalader, Wickersham & Taft LLP

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Second Circuit Affirms Dismissal of Securities Fraud Class Action Alleging Undisclosed Projections

In Maso Cap. Invs. Ltd. v. E-House (China) Holdings Ltd., No. 22-355 (2d Cir. June 10, 2024), the United States Court of Appeals for the Second Circuit affirmed the district court’s dismissal of a putative securities-fraud...more

9/23/2024 / Class Action , Dismissals , Failure To Disclose , Investors , Mergers , Proxy Statements , Securities Exchange Act of 1934 , Securities Fraud , Securities Litigation , Securities Violations , Shareholders

MFW Framework Inapplicable Where Conflicts Are Not Adequately Disclosed to Stockholders

Following other recent decisions addressing the applicability and scope of Kahn v. M&F Worldwide Corp. (“MFW”), including In re Match Group Inc., Derivative Litigation and Tornetta v. Musk, on May 1, 2024, the Delaware...more

6/12/2024 / Business Judgment Rule , Business Litigation , Corporate Governance , DE Supreme Court , JPMorgan Chase , Merger Agreements , Proxy Statements , Shareholder Litigation , Shareholder Votes , Shareholders

M&A Update: SEC Issues Guidance on Issuers’ Ability to Exclude Shareholder Proposals under Rule 14a-8

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

11/21/2017 / Corporate Governance , New Guidance , Ordinary Business Exception , Proxy Season , Proxy Statements , Publicly-Traded Companies , Rule 14a-8 , Securities and Exchange Commission (SEC) , Shareholder Proposals , Shareholders

ISS Accepting Company-Selected Peer Group Submissions, including, for the first time, companies in the Russell MicroCap Index

Companies in the Russell 3000 and Russell MicroCap Index with annual meetings scheduled between February 1, 2016 and September 15, 2016 may submit updates to their self-selected compensation benchmarking peer groups from 9:00...more

11/24/2015 / Institutional Shareholder Services (ISS) , Peer Review , Proxy Statements

M&A Update: The “Gatekeepers”: Delaware Court Holds Conflicted Financial Advisor Liable For Aiding And Abetting Breach Of...

Delaware courts have increasingly shined a spotlight on what they consider to be conflicts of interest for sell-side financial advisors. On March 7th, the Delaware Chancery Court hit these conflicts with a laser beam. In a...more

3/14/2014 / Aiding and Abetting , Breach of Duty , Fiduciary Duty , Proxy Statements

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