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McCarter & English, LLP

Who Sins Most? The Tempter or the Tempted?—Court of Chancery Allocates Equal Fault Among Acquirer and Target Officers in Merger...

In In re Columbia Pipeline Group, Inc. Merger Litigation, C.A. No. 2018-0484-JTL, the Delaware Court of Chancery allocated liability among two sell-side officers and a third-party acquirer under the Delaware Uniform...more

Baker Donelson

NVCA Revises Model Forms Post-Moelis Ruling

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The National Venture Capital Association (NVCA) is the self-designated flagship trade association of the venture capital (VC) industry. Its primary mission includes promoting consistency and efficiency in VC financing...more

Morris James LLP

Icahn Stockholders Not Entitled to Privileged Info Based on Stockholders' Nomination and Employment Relationship With Company...

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To fulfill their fiduciary duties to oversee and properly manage a corporation governed by the Delaware General Corporation Law (DGCL), directors have broad rights to the company’s privileged and confidential information....more

Skadden, Arps, Slate, Meagher & Flom LLP

Balancing Act: Sharing Information From an Internal Investigation Without Waiving Privilege

A whistleblower has triggered a race against time: An internal inquiry, directed by the audit committee and overseen by external counsel, has been launched in response to allegations that revenue was recorded without proper...more

Jackson Lewis P.C.

Strategies for Investigating Misconduct Against Superstars, C-Suite Employees in Retail Industry

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In the retail industry, when superstars, C-suite employees, and other high-achieving individuals are accused of misconduct, the company has a significant management challenge to address the situation in an unemotional,...more

BCLP

UK HR Two-Minute Monthly: August 2023

BCLP on

Our August update includes cases on the (discriminatory) harassment of a gender critical employee, a case in which a dismissing officer was not present at a dismissal meeting, and a case where a tribunal reached the unusual...more

Skadden, Arps, Slate, Meagher & Flom LLP

Insights – June 2023

This edition of Skadden’s quarterly Insights looks at the latest trends in shareholder activism, the scrutiny companies are facing over their ESG disclosures and employment considerations for using AI in the workplace, among...more

Winstead PC

Texas Supreme Court Holds That A Director Of A Corporation Cannot Hold An Informal Fiduciary Duty To A Stockholder

Winstead PC on

In In re Estate of Poe, shortly before his death, Dick, who was the sole director of Poe Management, Inc. (PMI), authorized the corporation to issue new shares that he bought for $3.2 million. No. 20-0178, 2022 Tex. LEXIS 544...more

Seyfarth Shaw LLP

Massachusetts’ High Court Pumps the Brakes on Equitable Tolling of Restrictive Covenant

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For the first time in 15 years, the Supreme Judicial Court (“SJC”), Massachusetts’ highest court, issued a decision analyzing the enforceability of non-solicitation covenants, the distinction between such covenants in the...more

Cadwalader, Wickersham & Taft LLP

Fiduciary Duties of Dissenting Directors and their Boards – Stobart v Tinkler

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

Bass, Berry & Sims PLC

The Rumors of the Death of Gun Jumping Have Been Greatly Exaggerated

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Generally speaking, the federal securities laws were drafted with the purpose of limiting the kind and amount of pre-offering publicity permitted in registered public offerings. Pursuant to Section 5(c) of the Securities Act...more

Holland & Knight LLP

Sociedades Mercantiles Mexicanas Deberán Prepararse Pronto para Publicar Transferencias de Acciones y Partes Sociales...

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Reformas a la Ley General de Sociedades Mercantiles (LGSM) entrarán en vigor el 14 de diciembre de 2018. Las sociedades mexicanas (incluyendo subsidiarias mexicanas de entidades extranjeras con actividades en México) deben...more

Holland & Knight LLP

Mexican Companies Soon Must Publish Transfers of Shares, Equity Interests Electronically

Holland & Knight LLP on

Amendments to the General Law of Business Organizations (Ley General de Sociedades Mercantiles, or LGSM) will enter into force on Dec. 14, 2018. Mexican companies (including Mexican subsidiaries of U.S. and other foreign...more

Akin Gump Strauss Hauer & Feld LLP

The Deal Quotes Douglas Rappaport on Litigation Strategies for Shareholder Activists

The Deal article quoted Akin Gump's attorney Douglas Rappaport. Douglas Rappaport, a partner in the litigation practice at Akin Gump, has been quoted by The Deal in “Activist Spotlight: Litigation Strategy Moves Behind the...more

Haight Brown & Bonesteel LLP

No Conflict in Successive Representation of a Closely-Held Company and Its Insiders Where Insiders Already Possess Company’s...

In Beachcomber Management Crystal Cove, LLC v. Superior Court (Salisbury) (No. G054078, filed June 28, 2017; pub. and mod. order July 28, 2017), the Fourth Appellate District granted a writ of mandate vacating a trial court’s...more

Morris James LLP

Court Of Chancery Outlines Discovery In Books and Records Case

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First, the discovery cannot be of the very records the plaintiff seeks to obtain, for that will give him the relief he seeks before he proves his case. Second, it is often the case that the records are being sought for use in...more

Akin Gump Strauss Hauer & Feld LLP

Top 10 Topics for Directors in 2014

Top 10 Topics for Directors in 2014 - U.S. public companies face a host of challenges as they enter 2014. Here is our list of hot topics for the boardroom in the coming year: 1. Oversee strategic planning amid...more

Morrison & Foerster LLP

Bill Ackman’s Resignation from J.C. Penney Board Serves as Reminder of Challenges for Both Activists and the Boards They Sit On

In the March issue of Unsolicited Views, we published an article entitled “Practical Tips on Board Confidentiality.” In that article, we warned that “the increasing number of board members selected by activists and other...more

Allen Matkins

Must Designated Directors Keep A Secret?

Allen Matkins on

Yesterday’s post concerned the attorney-client privileged issues in Vice Chancellor J. Travis Laster’s recent decision in Kalisman v. Friedman, 2013 Del. Ch. LEXIS 100 (April 17, 2013). I found another statement in the...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Rethinking Director Nomination Requirements and Conduct in an Era of Shareholder Activism"

This memorandum identifies and discusses a number of steps public companies may wish to consider regarding director nomination requirements and conduct in light of the heightened potential for arrival on the board of activist...more

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