With the whirlwind of recent events threatening Delaware’s standing as the preeminent jurisdiction for incorporation in America, press coverage understandably has centered around certain high-profile billionaires and the...more
A lot of attention has been paid to board diversity – or lack thereof – in recent months. California enacted AB-979, which expanded upon California’s earlier gender diversity law and requires boards to make strides in other...more
11/11/2020
/ Board of Directors ,
Breach of Duty ,
Corporate Governance ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
Duty of Candor ,
Duty of Loyalty ,
False Statements ,
Fiduciary Duty ,
Good Faith ,
Misleading Statements ,
Misrepresentation ,
Proxy Statements ,
Public Statements ,
Publicly-Traded Companies ,
Securities Exchange Act of 1934 ,
Shareholders
Recent shareholder suits show a heightened scrutiny of routine proxy disclosures in order to challenge non-employee director compensation. Plaintiffs’ attorneys are focusing on non-employee director compensation and...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
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