The Delaware Court of Chancery issued a decision on Wednesday in Sciabacucchi v. Salzberg, et al., C.A. No. 2017-0931-JTL (Del. Ch. Dec. 19, 2018) declaring that federal forum selection provisions purporting to require claims...more
The Securities and Exchange Commission (the Commission) has published a report of an investigation (the Report) into whether certain public companies that suffered financial losses as a result of cyber-related fraud violated...more
On February 20, 2018, the Securities and Exchange Commission published Commission Statement and Guidance on Public Company Cybersecurity Disclosures (the “Release”), which states the Commission’s interpretive views on...more
In a long-awaited decision regarding Delaware’s appraisal statute, the Delaware Supreme Court ruled that in determining the fair value of a company, there is no presumption that the agreed upon transaction price is the fair...more
After receiving an inquiry from a government agency, such as a subpoena, a Civil Investigative Demand (“CID”), or an informal request for information, public companies ask whether they must disclose publicly that they may be...more
3/16/2016
/ Civil Investigation Demand ,
D&O Insurance ,
Duty to Disclose ,
FOIA ,
Government Investigations ,
Mergers ,
Public Disclosure ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Subpoenas ,
Wells Notice
A great deal of attention has been paid over the past few years to efforts made by corporations to control in which courts fiduciary duty and other claims may be brought against directors and officers. Effective August 1,...more
In two recent rulings, the New York Supreme Court rejected settlements arising from lawsuits in which plaintiff stockholders challenged the defendant public companies’ merger-related disclosures. The court in each case...more
The director of the SEC’s Division of Enforcement, Andrew Ceresney, said that using quantitative analytics the SEC has identified various individuals and companies with especially high rates of filing deficiencies and...more