W. Randy Eaddy

Kilpatrick

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The Businesses Judgment Rule: Time for Conceptual Clarity

I wager that most readers of this post misunderstand the “business judgment rule” in some important regard, regardless of years of practice experience and whether you are a transactional or litigation corporate lawyer. It is...more

12/19/2017 / Breach of Duty , Business Judgment Rule , Directors , Fiduciary Duty , Rebuttable Presumptions , Shareholders

Plan Early to Avoid Failing the Directors 75% Meeting Attendance Test

Securities counsel typically works hand-in-glove with a public company’s corporate secretary throughout a typical year, with their collaboration intensifying when planning the annual shareholders’ meeting and related year-end...more

7/12/2017 / Board of Directors , Directors , Institutional Shareholder Services (ISS) , Shareholders

Disclosing Election of a New Director: Remember Item 5.02(d) of Form 8-K When Doing a Merger

All competent securities lawyers know that Item 5.02(d) of Form 8-K requires a filing, on Form 8-K, whenever a public company elects a new director other than pursuant to a shareholder vote at an annual meeting or a special...more

4/26/2017 / Directors , Disclosure Requirements , Form 8-K , Mergers , Proxy Statements , Shareholders

Wave of SEC Enforcement Actions Reinforces Importance of Strong Compliance Culture

On September 10, 2014, the Securities and Exchange Commission (the “SEC”) announced charges against 18 individuals and ten investment firms for violating federal securities laws that require prompt reporting about their...more

9/17/2014 / Civil Monetary Penalty , Compliance , Corporate Officers , Directors , Enforcement Actions , Publicly-Traded Companies , Reporting Requirements , Securities and Exchange Commission (SEC)

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