Cornerstone Research Experts in Focus: Jules van Binsbergen
What Is a Direct Listing?
Bill on Bankruptcy: US Airways Need a Merger More than AMR
Bill on Bankruptcy: Kodak Plan Bumps the Debt, Craters Stock
Bill on Bankruptcy: Why is Kodak's Stock Soaring?
Virgin Media's Lawyer on Liberty Global Deal
Several recent lawsuits, and comments by the U.S. Securities and Exchange Commission (“SEC”) and Federal Trade Commission (“FTC”), underscore the increasing litigation and regulatory scrutiny concerning the use of artificial...more
On September 27, 2023, the SEC announced a series of enforcement actions against six officers, directors and major stockholders of public companies, as well as five companies, for repeated failures to report information...more
During periods of market turmoil and declining stock prices, companies may be tempted or pressured to delist and deregister their shares. This process is often referred to as “going dark.” Given the poor performance of...more
Employment background checks help employers hire individuals with integrity whom they can trust, and who do not present a risk to the business, other employees, or the customers and clients that the business serves. Buyers in...more
Given the significant decline in the stock prices of many companies over the past several months of 2022, a number of companies are reassessing their equity programs and considering repricing outstanding employee stock...more
While a time-consuming exercise of limited use to investors, the rule will push issuers to provide clarifying compensation disclosure in the annual proxy. Due to its reliance on accounting values and emphasis on unvested...more
On February 25, 2022, the U.S. Securities and Exchange Commission issued a proposal—Short Position and Short Activity Reporting by Institutional Investment Managers (the Proposal)—that would require certain institutional...more
To address what the SEC characterizes as "critical gaps" in its insider trading regime, on December 15, 2021, the Securities and Exchange Commission (the "SEC") voted unanimously to propose amendments to Rule 10b5-1 under the...more
Since the Bass, Berry & Sims Corporate & Securities Practice hosted its 2nd Annual Corporate & Securities Counsel Public Company Forum in December 2020, the Biden Administration has proposed a new Securities and Exchange...more
As promised, the Fed on Wednesday announced “one of the most significant rollbacks of bank rules” since the White House changed hands in the form of a draft proposal that would loosen capital and liquidity requirements for...more
On July 18, 2018, the SEC ramped up its oversight of alternative trading systems (“ATSs”) by adopting a series of rule amendments imposing public disclosure requirements on ATSs that trade NMS (“National Market System”)...more
Big news out of Uber this weekend, where the company and its board resolved outstanding issues with Travis Kalanick in order to finalize a deal in which a SoftBank-led consortium of investors will buy up about $1 billion of...more
At the beginning of each new year, we find ourselves engaged in discussions of the evolving securities regulatory landscape and the changes that we anticipate may occur. We have done this for many years now. Each January we...more
2016 saw many notable developments in corporate governance litigation and related regulatory developments. In this article, we discuss significant judicial and regulatory developments in the following areas: Mergers...more
On December 15, 2016, the United States Court of Appeals for the Eleventh Circuit affirmed the dismissal of a securities class action against Galectin Therapeutics Inc., a Georgia-based biotechnology company. The suit...more
In re: Galectin Therapeutics, Inc. Securities Litigation, No. 16-10324, 2016 WL 7240146, ____ , F2d ___ (11th Cir. Dec. 15, 2016). The Eleventh Circuit recently addressed the circumstances under which a public company...more
Financial Industry Developments - The CFPB Publishes Final Rule for Prepaid Accounts - On October 5, 2016, the Consumer Financial Protection Bureau (the "CFPB") finalized comprehensive consumer protections for...more
The U.S. Securities and Exchange Commission (SEC) has published proposed amendments to Rule 606 under Regulation NMS of the Securities Exchange Act of 1934 (Exchange Act), which would require broker-dealers to disclose...more
Regulatory Developments - SEC Proposes Amendments to Update and Simplify Disclosure Requirements as Part of Overall Disclosure Effectiveness Review - On July 13, the Securities and Exchange Commission (SEC) proposed...more
The Toronto Stock Exchange (TSX) has published for comment proposed amendments to the TSX Company Manual (Manual). If adopted, the amendments would, among other things, introduce mandated website disclosure for all TSX listed...more
In an October 1st decision (In re Zale Corporation), the Delaware Chancery Court dismissed claims that Zale Corporation’s directors breached their fiduciary duties in connection with Zale’s agreement to merge with Signet. ...more
As social media companies and businesses rely more heavily on their social media platforms to make important company announcements, state law claims asserting negligent misrepresentation or failure to adequately disclose...more
Lots of companies have been buying back their stock in recent years, either on their own initiative because, for example, management thinks the shares are undervalued, or sometimes at the insistence of hedge fund activists...more
The Securities and Exchange Commission (SEC) recently proposed another long-awaited set of rules to implement the clawback policy required under the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act). ...more
The MAS Consultation Paper is proposing to update parts of the Singapore Code on Take-Overs and Mergers in view of market innovations and evolving international practices. On 6 July, the Securities Industry Council...more