SOX Appeal: Is The Delaware Judiciary Heightening Its Standards For Director Independence And Good Faith?
Michael D. Goldman,John F. Grossbauer and Catherine A. Strickler of Potter Anderson & Corroon LLP
Over the past year, the Delaware Supreme Court and Court of Chancery have issued decisions that are, in certain respects, critical of the conduct of corporate directors. This summary of recent corporate developments helps lay the foundation to query whether these decisions can be seen as the Delaware judiciary's attempt to heighten corporate governance in response to the Sarbanes-Oxley Act and the new era of increased scrutiny for corporate actions.
New York High Court Addresses Shareholder's Right to Challenge Transaction Without First Voting "No"
Joseph S. Allerhand and Anthony J. Albanese of Weil, Gotshal & Manges LLP
This article discusses the Pinnacle Consultants, Ltd. v. Leucadia National Corp decision whereby the New York Court of Appeals discussed an issue of first impression. The issue discussed was whether a shareholder who fails to vote against a proposed corporate transaction may subsequently challenge the transaction once it has been executed.
M&A Trends of 2005: Tory's Top 10 List
Philip J. Brown,Sharon C. Geraghty and Krista F. Hill of Torys LLP
Mergers and acquisitions are back! If 2005?s strong resurgence of M&A activity in Canada continues, 2006 M&A activity is likely to be brisk. This is our top 10 list of the trends that emerged last year.
Ninth Circuit: FRCP 23.1 Requires Continuous Share Ownership for Derivative Claims in Diversity Actions
Cadwalader, Wickersham & Taft LLP
In a case of first impression, the Ninth Circuit Court of Appeals held that the continuous share ownership requirem.
Nasdaq and the New York Stock Exchange Revise Shareholder Approval Requirements for Equity Compensation Plans
Morrison & Foerster LLP
On June 30, 2003, the Securities and Exchange Commission (the ÃÂSECÃÂ) approved changes to the listing requirements of Nasdaq and the New York Stock Exchange (the ÃÂSROsÃÂ) requiring shareholder approval of most equity compensation plans.
Shareholder Action Challenging Executive Compensation Dismissed Based Upon Special Litigation
Weil, Gotshal & Manges LLP
This article discusses the New York Supreme Court's decision to dismiss a shareholder derivative action challenging the chief executive officer's compensation.
SEC Approves NYSE and Nasdaq Rule Changes Relating to Shareholder Approval of Equity Compensation Plans
Jones Day
On June 30, 2003, the Securities and Exchange Commission approved changes to listing standards for companies selling stock on the New York Stock Exchange and the Nasdaq Stock Market.
Delaware Court Questions Need For Unanimous Shareholder Vote To Ratify Waste
Weil, Gotshal & Manges LLP
This article discusses a recent Delaware Court opinion that questions the need for unanimous shareholder vote to ratify waste.
Director Independence
Nils H. Okeson of Alston & Bird LLP
The role of independent directors lies at the center of the current movement aimed at enhancing corporate governance among U.S. public companies. But, independence is in large part dependent on the particular governance function being performed by the director.
Risk Management of Financial Derivatives: Banking Director's and Senior Managment's Responsibilities
Pillsbury Winthrop Shaw Pittman LLP
On July 18, 1994, the Chairman of the Senate Banking Committee introduced legislation which would require banks .
Poison Pill Rights Plan And Other Corporate Governance Issues Certified To Minnesota Supreme Court
Weil, Gotshal & Manges LLP
This article discusses how the Minnesota Supreme Court issued cert. on poison pill rights plans and other corporate issues.
Indemnification Claims Dismissed In Shareholder Derivative Action
Weil, Gotshal & Manges LLP
This article summarizes the McNeil v. General Electric Co case whereby the New York Supreme Court dismissed the shareholder derivative action.
Bargain Buyers Beware: Indonesian Vendors Who Cannot Sell
Michael S Horn of Coudert Brothers LLP
The devaluation of the Indonesian Rupiah has created a U.S. dollar debt repayment crisis for corporate Indonesia. .
What Legal Recourse Is Available To Resolve Disputes Among Business Owners?
Mansfield, Tanick and Cohen, P.A.
If you are a shareholder in a corporation, partner in a partnership or joint venture, or a member of a limited liab.
Executive Compensation Tax Issues
Paul James Hanley of Grimshaw & Harring, P.C.
Section 162 of the Internal Revenue Code allows a deduction for ordinary and necessary business expenses, including reasonable compensation expenses for personal services. As might be expected, the concept of "reasonableness" is somewhat nebulous. In making this determination, courts have applied two tests: (1) the amount test, which analyzes whether the amount of compensation is reasonable in relation to the services performed, and (2) the intent test, which analyzes whether the money paid was intended as compensation.
Del. Sup. Ct. Grants Disney Shareholders Leave to Replead Complaint to Challenge Application of Business Judgement Rule Deference to Ovitz' Compensation Package
Cadwalader, Wickersham & Taft LLP
Citing "the interests of justice," the Supreme Court of Delaware recently reversed the decision of the Delaware Cha.
IRS Regulations Clarify Open Issues on Golden Parachutes
Denny F. Wong of Graham and Dunn
The IRS' golden parachute payment rules can result in severe adverse tax consequences to both corporations that make, and an executive who receives, parachute payments. This article discusses the final golden parachute payment regulations published by the Internal Revenue Service in August of 2003.
Shareholders Who Did Not Disclose Existence of USTs Could be Liable for Contamination
Walter J Kramarz of Honigman Miller Schwartz and Cohn LLP
The Michigan Court of Appeals has held that a trial must be held on whether the shareholders of a corporation that .
Del. Court Rules on Privilege Issues Posed By Lawyer's Multiple Roles in Corporation
Cadwalader, Wickersham & Taft LLP
The Delaware Chancery Court recently provided guidance on analyzing claims of attorney-client privilege in the cont.
Closely Held Business: Suggestions for a Non-Controlling Owner (Or, Help For the Out-Of-Control Business Owner)
Barry N. Young of Warner Norcross & Judd LLP
This article offers tips on how a non-controlling business owner can protect his or her interests in a business with advance planning measures.
SOX Appeal: Is the Delaware Judiciary Heightening Its Standards for Directory Independence and Good Faith?
Michael D. Goldman,John F. Grossbauer and Catherine A. Strickler of Potter Anderson & Corroon LLP
Over the past year, the Delaware Supreme Court and Court of Chancery have issued decisions that are, in certain respects, critical of the conduct of corporate directors. This summary of recent corporate developments helps lay the foundation to query whether these decisions can be seen as the Delaware judiciary's attempt to heighten corporate governance in response to the Sarbanes-Oxley Act and the new era of increased scrutiny for corporate actions.
Selected Ethical Issues in the Representation of Shareholders in Closely-Held Corporations
Mark S. Furman of Tarlow, Breed, Hart & Rodgers, P.C.
Since the 1972 promulgation of Rule 3:07, Massachusetts lawyers have been regulated under disciplinary rules modeled upon the American Bar Association's 1970 Code of Professional Responsibility and Canons of Judicial Ethics.
SEC Approves NYSE And NASDAQ Rules RequiringShareholder Approval Of Equity Compensation Plans
Davis Wright Tremaine LLP
On June 30, 2003, the SEC approved newly adopted NYSE and NASDAQ listing standards that expand shareholder approval requirements for equity compensation plans, including stock option plans.
Delaware Supreme Court Expands Directors' Liability for "Misdisclosures"
Cadwalader, Wickersham & Taft LLP
In a decision expanding directors' potential liability for public statements, the Supreme Court of Delaware sitting.
Australian Company Law Reforms: A Summary
Peter G. Noble of Coudert Brothers LLP
Foreign investors in Australia should be aware of recent amendments to the Australian Corporations Law, which is t.
SEC Approves NYSE and NASDAQ Proposals Relating to Director Independence
Akin Gump Strauss Hauer & Feld LLP
On November 4, 2003, the Securities and Exchange Commission (SEC) approved listing standards proposed by the New York Stock Exchange (NYSE) and the Nasdaq Stock Market, Inc. (Nasdaq) relating to board composition and director independence. The new listing standards affect the composition of the boards of directors and board committees of listed companies and impact the individual members of the board.
SEC Proposes Expanding Shareholder Ability to Nominate Directors
of Davis Wright Tremaine LLP
On October 8, 2003, the SEC announced rule proposals that would require companies to include in their proxy materials the names of shareholder nominees to the board of directors, as well as disclosures concerning those nominees including biographical information.
SEC Approves Final NYSE and Nasdaq Corporate Governance Standards
Goodwin Procter LLP
On November 4, 2003, the SEC approved final amendments to the NYSE and Nasdaq corporate governance listing standards. The final amendments are nearly unchanged from the proposed amendments summarized in our Public Company Advisories dated October 21, 2003. The principal new requirements for both NYSE and Nasdaq companies include the following items.
SEC Expected to Approve Final NYSE Corporate Governance Listing Standards
Goodwin Procter LLP
Completing a process that began in June 2002, the SEC is expected to approve the New York Stock ExchangeÃÂs new corporate governance listing standards. This Advisory discusses the proposed standards as published by the NYSE on October 9, 2003. In most cases, listed companies must comply with the new standards in time for their 2004 annual meeting.
Atlanta Employment Law Seminar. Seminar Summaries of Speakers Linda Sherman and Jonathan Rosenfeld of Hale and Dorr LLP.
Barry J. Hurewitz,Barry J. Hurewitz,Barry J. Hurewitz and Barry J. Hurewitz of Wilmer Cutler Pickering Hale and Dorr LLP
Linda Sherman provided a discussion on executive compensation. Jonathan Rosenfeld was unable to participate in person, but prepared a presentation on hiring and firing measures to avoid liability which is available online.
Delaware Court Enjoins Supermajority Bylaw Adopted During Contest For Control
Seth Goodchild of Weil, Gotshal & Manges LLP
This article discusses a Delaware Court decision that enjoined a bylaw amendment requiring a supermajority vote of its shareholders to amend the bylaws adopted during a contest for control.
Fiduciary Fallout: 2003 Delaware Case Law Year In Review
James A. Matarese of Goodwin Procter LLP
2003 was a busy year for the Delaware courts. The three major decisions published during the year underscore the increased focus on board room governance.
S Corporations: An Overview
Law Office of Ray R. Goldie
This article presents an overview discussion of the taxation of S corporations and their shareholders.
SOX Appeal: Is The Delaware Judiciary Heightening Its Standards For Director Independence And Good Faith?
Michael D. Goldman,John F. Grossbauer and Catherine A. Strickler of Potter Anderson & Corroon LLP
Over the past year, the Delaware Supreme Court and Court of Chancery have issued decisions that are, in certain respects, critical of the conduct of corporate directors. This summary of recent corporate developments helps lay the foundation to query whether these decisions can be seen as the Delaware judiciary's attempt to heighten corporate governance in response to the Sarbanes-Oxley Act and the new era of increased scrutiny for corporate actions.
Further Implications of the Delaware Supreme Court's Mentor Graphics Decision and Oklahoma's Fleming Decisions Shareholder Proposals Seeking Mandatory Bylaw Amendments to Prohibit, Limit or Repeal Ri
Simon C Roosevelt of Cadwalader, Wickersham & Taft LLP
It is well-settled under Delaware law that a board of directors' adoption of a rights plan is a valid exercise of i.
Corporations
Woods Rogers PLC
Shareholders of Virginia corporations have long been permitted to take action by written consent, in place of a mee.
SEC Approves AMEX Corporate Governance Reforms
Goodwin Procter LLP
On December 1, 2003, the SEC approved the American Stock Exchange's proposed corporate governance reforms. The publication of these reforms marks the latest step in a process that began on June 23, 2003 when AMEX initially filed its proposed rule changes with the SEC.
SEC Adopts Final Rules Relating to Director Nomination Process and Shareholder Communications with Directors
David E. Brown,William Scott Ortwein and Catherine Meeker of Alston & Bird LLP
The Securities and Exchange Commission recently adopted final rules requiring expanded disclosure of companiesÃâ director nomination processes and specific disclosure of procedures by which shareholders may communicate with directors. The new rules require very specific disclosures in proxy statements for meetings at which directors will be elected.
SEC Approves NYSE and Nasdaq Rules Relating toShareholder Approval of Equity Compensation Plans
John Brent Shannon of Alston & Bird LLP
Effective June 30, 2003, the Securities and Exchange Commission (SEC) approved new rules of the New York Stock Exchange (NYSE) and of the Nasdaq Stock Market (Nasdaq) that significantly broaden shareholder approval requirements for equity-based compensation plans. Among other things, the new rules eliminate exceptions formerly available for broadly based plans and certain de minimis equity grants.