On November 19, 2020, the Securities and Exchange Commission adopted final amendments to the disclosure rules affecting Management’s Discussion and Analysis (MD&A) and related financial disclosures....more
12/8/2020
/ Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Financial Regulatory Reform ,
Financial Statements ,
MD&A Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
In Channel Medsystems, Inc. v. Boston Scientific Corporation, the Delaware Court of Chancery rejected an attempt by Boston Scientific to terminate and thus avoid consummating a merger agreement with Channel on the grounds...more
1/8/2020
/ Boston Scientific ,
Bright-Line Rule ,
Business Expenses ,
Business Litigation ,
Contract Termination ,
Contract Terms ,
Corporate Sales Transactions ,
Criminal Prosecution ,
Employee Misconduct ,
Enforcement Actions ,
Equity ,
FDA Approval ,
Food and Drug Administration (FDA) ,
Fraud ,
Guilty Pleas ,
Letters of Intent ,
Material Adverse Effects ,
Materiality ,
Medical Devices ,
Merger Agreements ,
Pharmaceutical Industry ,
Popular ,
Pre-Termination Notice ,
Publicly-Traded Companies ,
Regulatory Standards ,
Remediation
In a decision as notable for its criticisms of the trial court judge as its contributions to Delaware appraisal jurisprudence, the Delaware Supreme Court in Verition Partners Master Fund Ltd. v. Aruba Networks, Inc. reversed...more
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
4/17/2019
/ Board Members ,
Business Litigation ,
Companies Act ,
Confidential Information ,
Director Removal ,
Fiduciary Duty ,
Public Communications ,
Publicly-Traded Companies ,
Resignation ,
Shareholders ,
UK
The U.S. Securities and Exchange Commission (the “SEC”) approved a final rule on December 18, 2018 implementing Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). ...more
In a trio of recent appraisal decisions, Delaware courts declined to use the deal price as the best evidence of fair value, instead using discounted cash flow analyses (“DCF”) and the unaffected market price to determine fair...more
On November 1, 2017, the staff of the Division of Corporate Finance of the Securities and Exchange Commission published Staff Legal Bulletin No. 14I. SLB 14I provides additional guidance to companies and shareholders...more