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Shareholders Beneficial Owner

Cohen & Gresser LLP

Second Circuit Says that Insiders Are Still ‘Standing’ to Enforce Short-Swing Trading Under Section 16(b) of the Exchange Act

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On June 24, 2024, the U.S. Court of Appeals for the Second Circuit decided Packer ex rel. 1-800-Flowers.com, Inc. v. Raging Capital Management, LLC, reversing a district court decision that had held that a shareholder...more

Morgan Lewis

Singapore Passes New Bills to Enhance Regulations for Corporate Service Providers Sector

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The Corporate Service Providers Bill (CSP Bill) and the Companies and Limited Liability Partnerships (Miscellaneous Amendments) Bill (CLLPMA Bill) were passed by the Parliament of Singapore on July 2, 2024. The CSP Bill seeks...more

A&O Shearman

Panel Proposes Narrowing The Scope Of Companies Subject To The Code

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On 24 April 2024, the UK Takeover Panel published PCP 2024/1 ("PCP 2024/1"), in which it is consulting on a significant narrowing of the types of companies that will be subject to the Takeover Code (the “Code”) - i.e., as...more

A&O Shearman

Happy Lamb, share ownership disputes and rectification of the register - brevi manu or longa manu?

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In the recent Happy Lamb decision Zacaroli J had to consider an application to amend pleadings in an unfair prejudice action (under section 994 of the Companies Act 2006 ("CA 2006")) to include a declaration as to the legal...more

White & Case LLP

The Delaware General Assembly to the Rescue: Proposed Legislative Fixes to Uncertainty Created by Three Significant Delaware...

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Summary - On March 28, 2024 the Council of the Corporation Law Section of the Delaware State Bar Association released a set of proposed amendments to the Delaware General Corporation Law (the "DGCL"). The proposed...more

White & Case LLP

New Reporting Requirement for Shareholders of Listed Companies

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In order to implement the mandate of Law No. 4 of 2023 on the Development and Strengthening of the Financial Sector and to ensure that reports on changes in share ownership comply with currently applicable international...more

International Lawyers Network

Establishing a Business Entity in the Netherlands (Updated)

TYPES OF BUSINESS ENTITIES - In the Netherlands, there is a distinction between entities which qualify as legal entities (‘rechtspersonen’) and partnerships (‘personenvennootschappen’) which do not. Legal entities are...more

Paul Hastings LLP

Public Company Watch: February 2024

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In the February edition of our Public Company Watch, we cover key issues impacting public companies, including Exxon Mobil filing a complaint seeking a declaratory judgment to exclude a shareholder proposal from Arjuna...more

Cozen O'Connor

BCSC Guidance on Joint Actors in Proxy Contests and Early Warning Disclosure Requirements

Cozen O'Connor on

On December 22, 2023, the British Columbia Securities Commission (the BCSC) rendered a decision in NorthWest Copper Corp. (Re) clarifying when parties are considered to be “acting jointly or in concert” and the appropriate...more

Seward & Kissel LLP

Activist Investor Sues Closed-End Fund Over Poison Pill Provision

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Who may be interested: Closed-End Funds; Investment Advisers - Quick Take: An investment manager and offshore fund have sued a closed-end fund for adopting a “poison pill” provision that prevents shareholders with more...more

Husch Blackwell LLP

SEC Adopts Amendments to Beneficial Ownership Reporting Rules

Husch Blackwell LLP on

On October 10, 2023, the Securities and Exchange Commission (SEC) adopted amendments to the reporting requirements relating to beneficial ownership. As outlined below, the amendments (i) shorten the deadlines to file for...more

Farrell Fritz, P.C.

Direct to Beneficial: Change of Corporate Ownership Structure Yields No Right to Dissent and Seek Appraisal

Farrell Fritz, P.C. on

There are many paths to a fair value appraisal proceeding. A road less traveled begins at Section 910 of the Business Corporation Law (the “BCL”). ...more

International Lawyers Network

Establishing a Business Entity in France (Updated)

1. Types of Business Entities - • Description of the types of entities available in each jurisdiction through which to conduct business - Business may be conducted in France either through a French branch of a foreign...more

Saul Ewing LLP

Public Companies Quarterly Update (Q4 2023)

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Welcome to Saul Ewing’s Public Companies Quarterly Update series. Our intent is to, on a quarterly basis, highlight important legal developments of which we think public companies should be aware. This edition is related to...more

International Lawyers Network

Establishing a Business Entity in the Czech Republic (Updated)

1. Types of business entities - Investors may choose from the following forms of corporate structure: - Limited liability company - Joint-stock company - Limited liability partnership - General partnership ...more

Holland & Knight LLP

Are You a Mexican Shareholder of a U.S. Company? 2024 Brings New U.S. Reporting Obligations

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Similar to the controlling beneficiary regulation in Mexico, next year the United States will enter into force a new obligation for most U.S. companies, including those with Mexican shareholders, to report information about...more

Stikeman Elliott LLP

CBCA Corporations to Begin Submitting Transparency Registers to the Government: Public Access to Follow

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Canada’s federal beneficial ownership transparency requirements are changing again. Beginning January 22, 2024, federal corporations will be required to provide certain information from their registers of individuals with...more

International Lawyers Network

Establishing a Business Entity in Brazil (Updated)

The two most common forms of legal entities incorporated in Brazil are the limited liability company (“Limitada”) and the corporation (“S.A.”). These are considered the most attractive types of companies given that they ...more

Dickinson Wright

New Filing Requirements for Canadian Federal Corporations

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Effective January 22, 2024, all federally incorporated companies must file information on “individuals with significant control” (“ISC”) pursuant to new requirements under the Canada Business Corporation Act (the “CBCA”)....more

BCLP

UK Shareholding Report a Missed Opportunity for New Tech

BCLP on

In July, the U.K. Digitization Taskforce released an interim report containing a series of potential recommendations for the government, regulators and market participants, in order to achieve full digitization of the U.K....more

Sheppard Mullin Richter & Hampton LLP

Ninth Circuit Provides Guidance on SEC Rule 16b-3 Short-Swing Profit Liability Exemption

In Roth v. Foris Ventures, LLC, Nos. 22-16632, 22-16633, 2023 U.S. App. LEXIS 30081 (9th Cir. Nov. 13, 2023), the United States Court of Appeals for the Ninth Circuit partially reversed the dismissal of a shareholder...more

Pillsbury Winthrop Shaw Pittman LLP

SEC Adopts Rule Changes to Shareholder Ownership Reporting

The SEC shortened Schedule 13D and Schedule 13G beneficial ownership reporting deadlines and amended disclosure requirements. The SEC modified and accelerated the initial filing and amendment deadlines, as well as...more

Kohrman Jackson & Krantz LLP

FinCEN Proposes to Extend Filing Deadline for Beneficial Ownership Information in 2024

The Financial Crimes Enforcement Network (FinCEN) issued a proposal to amend the beneficial ownership information (BOI) reporting rule, which would extend the deadline for certain reporting companies to file their BOI...more

Davies Ward Phillips & Vineberg LLP

The SEC Amends Beneficial Ownership Reporting Rules

On October 10, 2023, the Securities and Exchange Commission (SEC) adopted final amendments to the rules that govern beneficial ownership reporting and provided guidance on the application of those rules. The SEC also...more

Davies Ward Phillips & Vineberg LLP

GOVERNANCE INSIGHTS 2023 - As the Pandemic Abates, Activists Advance: Shareholder Activism Rebounds in Canada

Canadian shareholder activism continued its post-pandemic resurgence into the first half of 2023. Emerging trends include the “activist swarm,” where multiple—yet uncoordinated—activists converge on a single target with...more

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