The D.C. Circuit Court of Appeals today vacated Exchange Act Rule 14a-11, which would have required U.S. public companies to include shareholder nominees for election as directors in thei...
The Delaware Chancery Court recently rejected a challenge to an advance notice requirement for shareholder proposals that appeared in the Company’s proxy statement, not in its bylaws, a...
In an important development defining when Revlon duties apply to a mixed cash and stock deal, the Court of Chancery last week applied Revlon to a deal where target shareholders would rece...
The Delaware Chancery Court, in an opinion written by Vice Chancellor J. Travis Laster, recently declined to find that a series of four spin-off and split-off transactions by Liberty Medi...
The SEC proposed yesterday to readopt the beneficial ownership rules currently in effect to preserve the status quo with respect to security-based swaps after Section 766 of the Dodd-Fran...
On the eve of the shareholder vote to approve the $5.3 billion leveraged buyout of Del Monte Foods, Vice Chancellor Travis Laster of the Delaware Court of Chancery last night issued a pre...
Yesterday we submitted two comment letters to the SEC on key executive compensation and corporate governance rulemaking that will have a significant impact on US public companies.
We are submitting this letter in response to the solicitation by the Securities and Exchange Commission (the “Commission”) for comments on the proposed rules to implement Section 951 ...
As the percentage of tender offers in friendly transactions has risen in recent years, so too has use of so-called “top-up options.” Yet, despite their prevalence, the validity of top...
The SEC has stayed implementation of its newly-adopted proxy access rules, including the amendments to Rule 14a-8, pending resolution of a legal challenge to the rule brought by the Busin...
