Fiduciary Duty, Financial Statements

Show Me the Books! Navigating Minority Shareholder Access to Corporate Information

Robins Kaplan LLP on 3/20/2025

A common adage tells us that in the absence of information, people tell themselves a story. In the corporate version, add in frayed business relations, and the plotline quickly thickens with suspicion and distrust. Minority...more

ESG in 2024: Traps for the Unwary

Proskauer - The Capital Commitment on 4/1/2024

ESG continues to be a hot topic for 2024 for investors and regulators alike. The specific concerns investors and regulators have – and what they expect to develop over the coming months – differ, however, across...more

Driving Between the Lines: As a Private Company Majority Owner, What Are the Rules for Dealing with Minority Business Partners

Bradley Arant Boult Cummings LLP on 11/21/2023

The one who has the gold often makes all the rules, but the majority owner of a private company who has minority partners in the business does not have complete freedom, because majority owners owe duties that apply to their...more

SEC Releases Proposed Rules Targeting SPACs, Shell Companies and De-SPAC Transactions

Pillsbury Winthrop Shaw Pittman LLP on 4/18/2022

Rule proposals, if adopted, would more closely align de-SPAC mergers with traditional IPOs with respect to disclosure requirements, marketing practices, and gatekeeper obligations. Proposed Rules would significantly...more

Proposed Reforms to Private Fund Adviser Regulation

Holland & Hart LLP on 2/25/2022

On February 9, 2022, the US Securities and Exchange Commission (the “SEC”) proposed changes to the rules governing advisers to private funds. If adopted, the rules would constitute a sweeping change to the regulatory...more

Risk of Personal Liability Despite Incorporation

Lowenstein Sandler LLP on 1/26/2022

One of the fundamental principles of corporate law is that the owners, directors and officers of a corporate entity generally are not personally responsible for the entity’s debts. Without this insulation from personal...more

Chancery Addresses Fiduciary Duty Claims Related To Financial Statements Created For Merger

Morris James LLP on 12/23/2020

In re Baker Hughes Inc. Merger Litigation, C.A. No. 2019-0638 AGB (Del. Ch. Oct. 27, 2020). This decision arose out of a merger involving Baker Hughes and the oil and gas segment of General Electric (GE). Stockholders of...more

Broker Beware: As Volatile Market Customer Arbitrations Spike, Who is Looking Out for Your BrokerCheck® Reporting Record?

Pullman & Comley, LLC on 5/26/2020

As investors start to receive - and dare to open – recent account statements, the reality of the COVID-19 driven spring market volatility will come into focus. Significant portfolio declines coupled with the financial stress...more

Federal Court Holds That Texas Does Not Have An Independent Aiding And Abetting Claim For Breach Of Fiduciary Duty But Holds That...

Winstead PC on 2/6/2020

In Taylor v. Rothstein Kass & Co., PLLC, a receiver for a failed business sued an accounting firm for various claims arising from the auditor’s issuance of a clean audit report concerning certain financial statements. No....more

Fiduciary Duty › Financial Statements