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Posts
- Antitrust: Amended EC Policy Allows Review of Non-Reportable “Killer Acquisitions”
- Transactional Insurance: The Year in Review
- Antitrust: FTC Challenges Vertical Merger
- Comparability Provisions: Treatment of Employees in M&A Agreements
- M&A Agreements: Del. Chancery Rejects Seller’s Attempt to Reclaim Pre-Closing Cash
- Exclusive Forum Bylaws: Stabilizing D&O Rates?
- Private Equity: SPACs Provide Competition for Tech Deals
- Antitrust: Make Sure the HSR Clock Has Started Running
- Officer & Controller Liability: Vice Chancellor Laster Speaks!
- SPACs: The Captive Insurance Alternative
- Books & Records: Can Inspection Rights be Waived in Delaware?
- Antitrust: NY Legislation Would Mandate Pre-Merger Notification
- Officer Liability: Del. Chancery Again Endorses “Fraud on the Board” Claim
- Intellectual Property Issues in M&A: A Deep Dive
- Private Equity: Navigating Portfolio Company Conflicts
- D&O Insurance: “Forget It Jake, It’s Delaware. . .”
- Del. Supreme Court Says Parties May Limit Liability for Non-Intentional Fraud
- SPAC Mergers: A Guide to SEC Filing & Disclosure Requirements
- Poison Pills: A Recap of 2020 Pill Adoptions & Terms
- Controllers: What’s The Standard of Review for a Sale to a Third Party?
- SPACs: SEC Guidance a Road Map for De-SPAC Plaintiffs?
- Selling the Company: A Practical Guide for the Sale Process
- Del Chancery Strikes Down “Anti-Activist” Poison Pill
- Private Equity: Will a Gensler-Led SEC “Send Them A Message”?
- SPACs: The More Costly Route to the Public Market?
- Director Liability: Directors’ Duties are Fiduciary, Not Contractual
- Antitrust: Agencies Increase Use of Sherman Act in M&A Enforcement
- Rep & Warranty Insurance: Are Higher Premiums Here to Stay?
- Earnouts: Still Popular – And Still Problematic
- Delaware Choice of Law Provision Doesn’t Bar California Statutory Claim
- Appraisal: Key Takeaways From 2020 Delaware Decisions
- Aiding & Abetting: Del. Chancery Allows Claim Against Buyer
- Post-Closing: Purchase Price Adjustments & Indemnification Claims Study
- Appraisal: Del. Supreme Court Affirms DCF-Based Fair Value Determination
- National Security: CFIUS Targets China-backed Venture Deals
- Derivative Claims: Del. Supreme Court Addresses Post-Closing Standing
- Antitrust: Agencies Suspend HSR Early Terminations Pending Process Review
- ESG: Have We Reached an Inflection Point for M&A?
- SPACs: Is the PSLRA Safe Harbor Driving the Boom?
- FTC Announces New HSR Thresholds
- Officer Liability: Del. Court Refuses to Dismiss Fraud Claims Against LLC Managers
- Post Closing Disputes: The Locked Box Alternative
- Shareholder Activism: 2020 In Review
- Poison Pills: Del. Chancery Skeptical of “Wolf Pack” Terms
- M&A Projections: Safe Harbor? Don’t Count On It
- M&A Finance: A Look Back At 2020 & Issues For 2021
- When M&A Goes Wrong: Lessons From Divestitures
- Controller’s Receipt of “Non-Ratable Benefit” Mandates Entire Fairness Review
- Antitrust: How Aggressive Will the Biden FTC Be?
- Controllers: Viva Zapata! Del. Chancery Refuses to Dismiss WeWork Lawsuit
- Busted Deals: What If LVMH & Tiffany Went to Trial?
- Officer Liability: Recent Trends
- Indemnification: Del. Court Says No Attorneys Fees for 1st Party Claim
- SPACs: Corp Fin Issues Disclosure Guidance for De-SPACs
- Books & Records: Actionable Wrongdoing Not Required for “Proper Purpose”
- Cross-Border: International Issues in Domestic Deals
- Private Equity: PE Funds On the Hunt for Deals in ’21
- More Lessons From the Stream TV Networks Decision
- Busted Deals: Ontario Court’s Take on “Ordinary Course” in a Pandemic
- De-SPACs: Your Shareholders Might “Just Say No”
- Doing Deals Remotely: Long-Form Memos as Collaboration Tools
- DGCL Section 271 Doesn’t Apply to Insolvent Corp.’s Asset Transfer
- Disclosure Claims: Another CEO Ends Up Holding the Bag
- Hostile Takeovers: On the Comeback Trail?
- LBOs: Seller’s Directors on the Hook for Post-Closing Insolvency
- Antitrust: Key Issues in U.S. Tech & Pharma Deals
- Fee Shifting: A New Tool for Books & Records Plaintiffs?
- Busted Deals: Del. Chancery Weighs In on COVID-19 Deal Terminations
- Activism: Perspectives on Proxy Fights
- Post-Closing Adjustments: COVID-19 Issues
- Guest Blog: “The Deal Lawyer’s Weapons in the War on COVID-19”
- Busted Deals: Why Litigate If You’re Just Going to Renegotiate?
- Controllers: Del. Chancery Upholds Stock Issuance Dilution Claims (For Now)
- National Security: U.K. Bill Would Heighten Scrutiny of FDI
- Disclosure: Del. Chancery Leaves CEO Holding the Bag for Alleged Proxy Deficiencies
- Disclosure: When Are Merger Negotiations MNPI?
- Activism: Preparing for What 2021 May Bring
- Simon/Taubman: Revised Deal Reduces Conditionality Along with Price
- D&O Insurance: The Importance of Tail Coverage for Seller’s Directors
- Appraisal: Sound Process Leads to Deal Price Fair Value Determination
- Due Diligence: Best Practices for FCPA & Anti-Bribery Issues
- Post-Closing Adjustment: Seller’s “Unclean Hands” Don’t Excuse Buyer’s Delay
- Antitrust: What Does the FTC Want When It Asks for “All Documents”?
- Controllers: The Facebook Decision’s Lessons for M&A
- Contract Fraud: Del. Chancery Upholds Another M&A-Related Claim
- Activism: Third Quarter Highlights
- The Election’s Impact On M&A: What Do Dealmakers Think?
- Antitrust: How Will the Election Influence Merger Enforcement?
- LVMH/Tiffany: $430MM Price Concession Buys More Certainty
- D&O Insurance: Del. Supreme Court Holds Appraisal Not a “Securities Claim”
- M&A Agreements: Who Holds the Pen?
- Aiding & Abetting: Del. Chancery Dismisses Claims Against Co-Investor
- MAE Clauses & COVID-19: Guidance From Across the Pond
- SPACs: Sponsor Liability Risks
- Acquired Company Financials: A Quick Reference
- National Security: An Overview of the New CFIUS Regime
- M&A Trends: Dealmakers Expect Return to Pre-Pandemic Activity Levels
- Beyond TikTok: Dealing with the Politicization of M&A
- Revlon: Chancery Refuses to Dismiss “Paradigmatic” Complaint
- Private Equity: Loyalty Issues for Designated Directors
- COVID-19 Uncertainties: The Stock-for-Stock Alternative
- Antitrust: Mitigating the Risk of Non-Competes
- Change in Ownership: SBA Guidance on Consent Requirements for PPP Borrowers
- Activism & Hostile Bids: The Vacation’s Over
- M&A Leaks Report: Dealmakers More Chatty in 2019
- M&A Litigation: Contractual Fraud Claims Are the New Black
- Better Days Ahead for Dealmaking?
- Breakup at Tiffany’s Part Deux: The Empire Strikes Back!
- Busted Deals: Specific Performance a Tough Sell in COVID-19 Lawsuits
- National Security: Treasury Tweaks CFIUS Mandatory Declaration Rules
- Del. Court Says Merger is Assignment “By Operation of Law”
- Antitrust: Proposed HSR Change Could Make Activism Stealthier
- Busted Deals: Simon Accuses Taubman of Additional Breach
- Exclusive Forum Bylaws: You Win Some, You Lose Some
- COVID-19 Busted Deals: Fewer Lawsuits Than You Might Think
- Earnouts: Best Practices for Avoiding Disputes in the COVID-19 Era
- SPACs: What’s Behind the Craze?
- Fiduciary Duties: Exculpatory Charter Provision Saves the Day
- Breakup at Tiffany’s? LVMH Looks for an Exit
- Private Equity: 10 Steps for Reducing Sponsors’ Liability Risks at Portfolio Companies
- Antitrust: Overview of Q2 M&A Regulatory Actions
- Conflicts of Interest: Chancery Highlights Limits of Directors’ Abstention Defense
- Antitrust: DOJ Issues Merger Remedies Manual
- Implied Covenant: Buyer’s “Hail Mary” Falls Incomplete
- Venture Capital: Silicon Valley Venture Capital Survey
- Anthem-Cigna: Chancery (Eventually) Says, “You’ll Get Nothing & Like It!”
- PPP Loans: Navigating Lender & SBA Consents in M&A Transactions
- Del. Chancery Refuses to Dismiss Fraud Claims Tied to Breach of Rep
- Assessing The Pandemic’s Impact on M&A Going Forward
- Fiduciary Duties: Post-Announcement Renegotiation of Deal Terms
- Attorney-Client: The Limits of Privilege in Antitrust Merger Review
- National Security: Post-Closing CFIUS Review Unwinds TikTok Deal
- Fee-Shifting: Del. Chancery Upholds “Loser Pays” Contract Term
- Fraud: Del. Chancery Upholds Claims Based on Allegedly False Reps
- R&W Insurance: Do Insurers Pay Claims?
- Antitrust: HSR Second Requests Up in 2019, but Challenges Down
- SPACs: Does Ackman’s SPAC Change the Game?
- National Security: Treasury Publishes 2019 CFIUS Annual Report
- Del. Chancery Dismisses Challenge to M&A Retention Comp
- Private Equity: Portfolio Company Borrowers Driving COVID-19 Defaults
- Antitrust: The FTC Knows If You’ve Been Bad or Good. . .
- Private Equity: COVID-19’s Global Impact
- Books & Records: The Chancery Court Provides a Primer
- Antitakeover: Evaluating Your Defenses
- Due Diligence: Prepared Sellers Stand Out in Buyer’s Market
- SPAC Acquisitions: Key Considerations for Targets
- Del. Chancery Sustains Aiding & Abetting Claim Against Financial Advisor
- Private Equity: PE Grabs Larger Piece of the Small & Mid-Market Pie
- Appraisal: Chancery Applies DCF to Determine Squeeze-Out Fair Value
- Antitrust: FTC Unhappy With Slow Divestitures
- M&A Disclosure: 3rd Cir. Says Proxy “Risk Factors” Require Specifics
- Controllers: Minority Shareholder Negotiations Result in Loss of MFW
- Antitrust: Merger Review During the COVID-19 Crisis
- Private Equity: Sponsors Preparing for Exit Window to Open
- Reasons for Optimism? CFOs Bullish on M&A Prospects
- Appraisal: Del. Supreme Court Upholds “Unaffected Market Price” Valuation
- Activism: Investors Are Willing to Listen to the Pitch
- M&A Litigation in the Covid-19 Era
- Middle Market M&A: The Latest Developments
- M&A Financials: SEC’s New Rules Give Carve-Outs a Break
- Earnouts: Structuring Considerations for the COVID-19 Environment
- M&A “Common Interest” Privilege Doesn’t Cover Commercial Interests
- Antitrust: FTC & DOJ Issue Vertical Merger Guidelines
- Conflicts of Interest: Undisclosed Comp Discussions Rebut BJR
- M&A Disclosure Claims: Somebody Actually Litigated One!
- National Security: CFIUS Prepares to Drop the Hammer
- Fiduciary Duties: Can a Target Aid & Abet a Buyer’s Breach?
- Controllers: Dell Redemption Flunks MFW
- M&A Agreements: Defining “Ordinary Course” in Extraordinary Times
- Shareholder Representative Appointment Provision Limits Discovery
- Busted Deals: Simon/Taubman’s Twist On “Ordinary Course” Claims
- Will CARES Act NOL Breaks Spur M&A Activity?
- Take Privates: An Overview of the Process
- Beyond Earnouts: Bridging Valuation Gaps in the Current Environment
- Activism: What’s a Little Tip-Off Among Friends?
- Revisiting Earnouts During the COVID-19 Era
- Attorney-Client: Who Owns the Privilege in Asset Deals?
- The Long View: The COVID-19 Pandemic’s Influence on M&A
- Del. Chancery Dismisses Claims Based on Anti-Reliance Language
- Due Diligence: Dealing with PPP Borrowers
- Poison Pills: Overview of NOL Rights Plans
- M&A Financials: Working with the New Rules
- Antitrust: Failing Firm Defense? You’ve Got Some Persuading to Do…
- M&A Market: What Deals are Getting Done?
- National Security: Changes Proposed to CFIUS Mandatory Declaration Rules
- Distressed Deals: Bankruptcy Court Ruling Tarnishes “Golden Shares”
- SEC Adopts Overhaul of M&A Financial Info
- A Buyer’s Market: Deal Structure & Risk Sharing in the COVID-19 Era
- Antitrust: FTC Provides Guidance on HSR Filing Fees
- Due Diligence: Getting Your Arms Around COVID-19 Issues
- Busted Deals: Lessons From COVID-19 Litigation
- Private Equity: PE Fund Reputational Worries Shift in the COVID-19 Era
- Distressed M&A: Dealmaking In The New Normal
- National Security: Governments Heighten Scrutiny of FDI
- Entire Fairness: Chancery OKs Strategy to Fund Controller Preferred Redemption
- Study: Private Target Deal Terms
- Deal Terminations: “Things Fall Apart…”
- Controllers: When Does a Minority Holder “Roll” Its Way into Control?
- Venture Capital: What Will COVID-19 Mean for Financing Terms?
- National Security: And Just Like That, CFIUS Has a Filing Fee
- Venture Capital: Finding Your Way Around “Down-Rounds”
- Antitrust: Gun Jumping Issues in a Very Non-Ordinary Course Time
- Poison Pills: Are Companies “Fighting the Last War?”
- National Security: CFIUS Update
- Interim Covenants: It’s Not Always About the MAC Clause
- Big MAC Attack: Sycamore Partners Seeks to Exit L Brands Deal
- Private Equity: Debt Finance Opportunities for Middle-Market Funds
- Global Deal Activity: Yeah, It’s as Bad as You Thought
- Antitrust: FTC Files Post-Deal Challenge to Minority Investment
- Poison Pills: What Do COVID-19 Crisis Rights Plans Look Like?
- Satisfying “Efforts Clauses” in a COVID-19 Environment
- Distressed Deals: “To Chapter 11, or Not to Chapter 11? That is the Question. . .”
- Survey: Middle Market Deal Terms
- COVID-19 MACs: Some Buyers Decide to Take Their Shot
- Activist Profiles & Playbooks
- Rights Plans: ISS Signals That Pills Aren’t So Poisonous in a Pandemic
- Rep & Warranty Insurance: The Impact of the COVID-19 Crisis
- Rep & Warranty Insurance: Aon Releases Study on Claims Experience
- “Let’s Make a Deal Anyway”: Bridging M&A Valuation Gaps
- Cross-Border: EU Looks to Protect Suppliers of Essential Products
- Del. Chancery Says No Turning Back After Buyout Notice
- Debt Restructurings May Trigger CFIUS Review
- Antitrust: HSR Early Terminations Back on the Table
- Proxy Contests: Will COVID-19 Put Them on Ice?
- COVID-19 And M&A: Impact On Public Deals
- Activism: Preparing For The New Environment
- Antitrust: More COVID-19 Implications For Merger Review
- Poison Pills: Has Their Time Come Again?
- COVID-19: Impact On MAC Language
- Cyan Agonistes: Del. Supreme Ct. Upholds Federal Forum Provisions
- Where Are All The Busted Deals?
- COVID-19: Delaware Supreme Court Declares Judicial Emergency
- HSR: No Early Termination Under Temporary FTC Filing Protocols
- Corwin: Delaware Chancery Adds A Pinch Of MFW To The Recipe
- Controllers: Minority Blocking Rights May Confer Control Status
- National Security: Treasury Proposes CFIUS Filing Fee
- Antitrust: Vague Covenants Lead to “Broken Deal” Lawsuits
- What Does a Tight Insurance Market Mean for M&A?
- Frenemies: Xerox’s Not Particularly Hostile Bid for HP
- MFW: Viable Derivative Claim Impairs Committee Independence
- Coronavirus: Will It Be Used As A MAC Trigger?
- Letters of Transmittal: What Do They Look Like 5 Years After Cigna v. Audax?
- Activism: “More M&A in Activism and More Activism in M&A”
- M&A Trends: A Review of the Last Decade
- Antitrust: FTC Ratchets Up Scrutiny of M&A Non-Compete & No-Poach Clauses
- M&A Activism: Working With Activist-Affiliated Directors
- Minority Controllers: Blame Corwin
- Cybersecurity Due Diligence in M&A
- Earnouts: Court Rejects Claim Based on Conduct of Business Covenant
- ESG: The Next Big Thing in M&A?
- Appraisal: Score One for DCF!
- Controllers: The Heat is On in Delaware for Minority Shareholders
- Due Diligence: Mitigating M&A OFAC Risk
- Fiduciary Duties: Del. Chancery Upholds Exercise of “Superior Proposal” Out
- Acquisition Agreements: The “Ordinary Course of Business” Covenant
- Controllers: Chancery Refuses to Dismiss “Control Group” Claim
- FTC Announces New HSR Thresholds
- Appraisal: Chancery Says No Refund on Prepayments
- Private Equity: Funds Headed for the Exits More Quickly in 2019
- Public Deals: Guide to Buying a U.S. Public Company
- Cross-Border: Glass Half Full for U.S – Western Europe Deals
- Game On! Xerox Launches a Proxy Fight for Control of HP Board
- Delaware: Review of 2019’s “Unsung Heroes”
- M&A Negotiation: “Let’s Get Everybody in a Room. . . “
- Antitrust: DOJ & FTC Issue Draft Vertical Merger Guidelines
- National Security: Treasury Adopts Final FIRRMA Regs
- Advance Notice Bylaws: Del. Supreme Court Upholds Strict Bylaw Deadline
- Antitrust: What to Expect in 2020
- Auditor Independence: Proposed Rule Changes are Good News for Dealmakers
- Chancery Court Refuses to Dismiss Duty of Care Claims Against GC
- M&A Disclosure: Fed Ct. Rejects Claims Based on Fairness Opinion Description
- Antitrust: High Tech Means High Scrutiny
- Termination Fees: An Overview of the “Naked No Vote” Fee
- MACs: Even After Akorn, They Still Don’t Come Easy
- M&A Indemnity: Does Your Clause Cover Direct Claims?
- Buyer Dodges Advancement Claim From Former Seller Officer
- Antitakeover: The Shadow Pill Flexes Its Muscle
- The Rise of M&A Tax Liability Insurance
- Attorney-Client: NY Appellate Court Says Seller Retains Privilege
- Antitrust: Regulators Aren’t Just Worried About Your Arch-Rival
- Activism: Give Peace a Chance?
- Private Equity: 1st Cir. Reverses Sun Capital Decision
- Fairness Opinions: Don’t Jump the Gun!
- Private Equity: 2020 Limited Partner Survey
- Termination Fees: Google & Fitbit’s “No Vote Fee”
- Antitrust: FTC Provides Guidance on HSR “Avoidance Devices”
- Hostile Deals: Xerox Gives HP a “Bear Hug”
- D&O: Common Law & Statutory Claims Aren’t Covered “Securities Claims”
- Does Common Institutional Ownership Deter Competing Bids?
- Books & Records: Del. Chancery Says Proxy Fight Not a “Proper Purpose”
- M&A Outlook: Dealmakers Curb Their Enthusiasm
- Antitrust: Regulators Continue Aggressive Merger Review Posture
- Forum Selection Clauses: Make Sure They Say What You Mean
- Cross-Border: They Do Deals Differently in Europe. . .
- Antitrust: FTC Orders 2017 Merger Unwound!
- M&A Arbitrage: Do Arbs Influence the Consideration Mix?
- M&A Outlook: Execs Optimistic About 2020, Despite Economic Jitters
- Purchase Agreements: Beware Undue Reliance on “Catch-Alls”
- “M&A in Aerospace, Defense & Government Services”
- Mootness Fees: Plaintiffs Tell Court “It’s None of Your Business”
- Private Equity: The Long & Winding Road to Winding Down
- Earnouts: “Comprehensive & Explicit” Language Wins the Day for Buyer
- R&W Insurance: Influence on Deal Terms
- M&A Leaks Report: Less Gabby Trend Continued in 2018
- Shareholders v. Stakeholders: When A Controller Is In The Mix
- Del. Chancery Says Disclosure of Potential Call Right Exercise Raises Contract Issues
- Spin-Offs: IPOs With Points for the Degree of Difficulty
- Reverse Mergers: Talk About a Corporate Makeover!
- Shareholder Activism: Meet the “Reluctivists”
- Private Equity: Fund Tagged for Portfolio Company False Claims Issue
- Controllers: Del. Chancery Rejects Stock Offering Dilution Claims
- Private Equity: Obstacles & Opportunities for Retail Investors
- Antitrust: FTC Offers Guidance on Non-Solicits & Non-Competes
- Something’s Happening Here: Caremark Bites Another Board
- Termination Fees: Should Sellers Push for PE Buyers’ “Clean Break”?
- Mootness Fees: Delaware Federal Court Says “No” & Looks to Trulia
- M&A Tax: Treasury Report Says IRS Lacks M&A Compliance Strategy
- Antitrust: FTC Conditions Merger Clearance on Non-Compete Termination
- Cross-Border: Managing the Risks of Deals in Challenging Jurisdictions
- M&A Tax: IRS Proposes to Limit Use of NOLs for Built-In Gains
- M&A Litigation: Feds Still Preferred Venue, But States Gain Ground
- National Security: Proposed Regs Would Significantly Expand CFIUS Jurisdiction
- Antitrust: DOJ Meets ADR. . .
- No-Shops: Del. Chancery Says Termination Fee Not Sole Remedy for Breach
- M&A Announcements: Unrelated Good News May Signal a Bad Deal
- M&A Finance: How to Play the “Accordion”
- Conflicts of Interest: 4th Cir. Says Undisclosed CEO Comp Discussions Potentially Material
- NDAs: An Overview of Key Issues
- The Trouble With Earnouts
- Antitrust: Activist Investor Gets Caught in HSR Net
- Post-Closing: Buyers Must File New EEO-1 Info for Acquired Companies
- Delaware Case Highlights Risks of Executing Counterpart Sig Pages
- D&O Insurance: Duty to Defend “Securities Claims” Includes Appraisal
- Money Ball: Using Advanced Analytics in M&A
- Appraisal Rights: VC Glasscock Expands On Prior Ruling Allowing Waivers
- Advance Notice: Del. Chancery Upholds Bylaw & Torpedoes Activist Slate
- Antitrust: State AGs Want Scrutiny of M&A’s Labor Market Impact
- Antitrust: Interlocking Directors in M&A
- Joint Ventures: Practice Pointers (Part II)
- Conflicts of Interest: Undisclosed CEO Comp Discussions Don’t Rebut BJR
- The Art of the Buzzkill: Pessimistic CFOs Make for Winning M&A
- Indemnification: Chancery Says Buyer’s Notice of Claim Was Sufficient
- Books & Records: No Presumption of Confidentiality for DGCL Section 220 Productions
- M&A Tax: Post-Reform Uncertainties Create Challenges for Dealmakers
- Antitrust: Tech Tops Target List for 2019 Merger Investigations
- Activism: 1st Half of 2019 Highlights
- NDAs: 6th Cir. Says No Breach in Parent’s Use of Confidential Information
- Private Equity: Other People’s Money? Not So Much These Days. . .
- Public M&A: Does Your Deal Trigger an 8-K Filing?
- Practice Makes Perfect? Study Says Repeat Buyers Post Better Returns
- M&A Cybersecurity Diligence Lapses Result in £99 Million GDPR Fine
- Appraisal: “It’s Alive!” Unaffected Market Price Makes a Comeback
- Antitrust: European Commission Imposes €28mm Gun Jumping Fine
- Private Equity: General Solicitation Under Rule 506(c)
- M&A Forum Clause: “Privity? We Don’t Need No Stinkin’ Privity!”
- Synergy Disclosure: Headed for Your M&A Pro Formas?
- Private Equity: Subscription Credit Facilities
- How to Handle Hostile Attacks
- Joint Ventures: Practice Pointers
- Reverse Mergers: “SPACs – The Final Frontier”
- Does Revlon Matter? It Does in Delaware, But Elsewhere Not So Much
- Universal Proxies: Dissidents Win Board Control for First Time!
- Antitrust: FTC Provides Guidance on Divestitures
- M&A Fans Bid Strine Adieu
- Delaware Weighs In On Shareholders As 3rd Party Beneficiaries
- Advance Notice Bylaws: Chancery Rebuffs Board’s Info Request to Nominee
- Asset Deals: “All or Substantially All of the Assets”
- Not So Efficient Breach: Consent Right Breach Carries $126mm Price Tag
- Antitrust: Vertical Mergers Under the Microscope?
- Distressed M&A: A Comprehensive Outline of Acquisition Strategies
- Fraudulent Transfers: SDNY Revives 546(e) Bankruptcy Safe Harbor
- SEC Proposes Overhaul of Rules on Financial Info for M&A
- Antitrust: Longer Investigations & Smaller Reverse Break Fees
- Private Equity: Navigating the Challenge of Buying a Family Business
- Antitrust: Can You Help Yourself With “Self Help” Remedies?
- Spin-Offs: IRS Eases “Active Trade or Business” Requirements
- Due Diligence: Preserving Insurance Assets
- Divestitures: Advance Prep is Key to Creating Shareholder Value
- Earnouts: No Duty to Maximize Contingent Consideration
- Controlling Shareholders: The Latest Developments
- Earnouts: Nuts & Bolts
- Q&A Discussion Forum For DealLawyers.com
- More Than a Grain of SALT: State & Local Tax Issues in M&A
- Appraisal: Delaware Supreme Court Gets Mixed Reviews for Aruba
- National Security: CFIUS Flexes Its Fining Muscles
- Activist Profiles & Playbooks
- M&A Stories: Practical Guidance (Enjoyably Digested)
- Study: Private Target Deal Terms
- Conditional Exercise of In-the-Money Option is Exempt Whether or Not Option is Still In-the-Money When Condition is Satisfied
- District Judge Enters Judgment for Plaintiff in Microbot 16(b) Action
- Judge Considers Referring Insider to SEC for Potentially False Information in Form 4
- Rule 16b-3’s Board Approval Exemption Does Not Require the Affirmative Vote of Every Director
- District Court Upholds Private Settlement of 16(b) Claim
- Stock Sold in Bundled Asset Sale Deemed Sold at Market Price
- Issuer’s “Fraud” Inducing Insider to Trade is not a Defense to 16(b) Liability
- Magistrate Judge Upholds Private Settlement Challenged by Latecomer Plaintiff
- Proposed Amendments to Form 4 and Form 5
- Number of Section 16(a) Filings Continues to Decline
- Second Circuit Remands Packer v. Raging Capital
- Complaint Dismissed as Moot After Issuer Files 8-K Disclosing Recovery of Profit
- Amendment of Derivative Security May (or May Not) Constitute a Purchase and Sale
- A Costly Escape from a Reporting Error
- Satisfaction of Condition to Exercise of Derivative Security Is Not a “Purchase”
- State Court Declines to Dismiss Complaint Alleging Legal Malpractice in Giving Section 16 (and Other) Advice
- Purchase Rescinded 604 Days Later Remains Subject to Section 16(b)
- Battle Lines Forming in Plaintiffs’ Attorneys’ Fee Fight
- District Court Says “Busted Trade” Isn’t Subject to Section 16(b)
- Investment Adviser’s Deputization of Director Does Not Make Adviser’s Clients Directors by Deputization
- Second Circuit Holds that Investor’s Delegation of Investment Discretion to Investment Adviser Does Not Create a 13(d) Group
- Gloves Off in Plaintiffs’ Attorneys’ Fee Dispute
- Compliance with Amended Item 405
- Staff Eases Burden of Obtaining Manually Signed Reports
- 2020 Section 16 Changes with Alan Dye
- Insiders Consent to Section 16(a) Sanctions
- Court Holds that “Consultant” was a Section 16 Officer
- SEC and EDGAR Will Be Closed on December 24
- Section 16 Treatise and Reporting Guide
- New Exemptive Rule for Exchange-Traded Funds Doesn’t Extend to Section 16
- High-Frequency Traders: Beware of Section 16(b)
- Investment Fund is 10% Owner Despite Delegation of Voting and Investment Power to Affiliated Adviser
- Rule 16b-3 Exempts Acquisition of Issuer Stock in Merger of Target with Issuer’s Subsidiary
- Is a Board Observer a Section 16 “Director”?
- SEC Revises Procedure for Authenticating Form ID
- New Name, Slightly New Look, Same Quality Products!
- SEC Proposes to Exempt Employees’ Securities Company from Section 30(h) of 1940 Act
- Compliance Chart: Reporting Deadlines for Common Transactions
- Tips: Form 5 Filing Requirements & Proxy Statement Obligations
- Alan Dye on the Latest Section 16 Developments
- Delinquency Involving 401(k) Plan Transaction
- Sample Item 405 Disclosures
- Staff Says Zero Cost Collar on UP-C Stock Underlying OP Units Doesn’t Violate Short Sale Rule
- Agreement to Give Investment Adviser Control Over Managed Account Does Not Create a Group
- Ninth Circuit Affirms Exemption for Conversion of Convertible Note
- SEC Streamlines Item 405 Disclosure and Due Diligence Requirements
- Delegation of Investment Discretion to Investment Adviser Does Not Create 13(d) Group with Adviser or its Other Advisees
- Tenth Circuit Affirms Dismissal of Challenge to Tax Withholding Exemption
- Sixth Circuit Affirms Dismissal of Pro Se Complaint in Tax Withholding Case
- Second Circuit Holds that Issuer May be Substituted as Plaintiff in Pending 16(b) Action Following Acquisition of Issuer in Cash Merger
- Challenge to Rule 16b-3(e) Exemption Dismissed as Time-Barred
- Second Circuit Agrees that Investment Fund Ceased to be Ten Percent Owner Before Call Option Expired
- Shareholder Group Finds Counsel to Pursue Tax Withholding Claims
- Form 3, Form 4 and Form 5 Model Form 16: Joint and Group Reporting
- Form 3, Form 4 and Form 5 Model Form 19: Amending a Report
- Form 4 and Form 5 Model Form 75: Estates, Inheritances, and Bequests
- Form 4 and Form 5 Model Form 133: Grant of Performance Rights (or Performance Shares)
- Form 4 and Form 5 Model Form 150: Rollover of Company Stock from 401(k) Plan to IRA
- Q&A Discussion Forum For Romeo and Dye’s Section16.net
- Romeo & Dye’s Section 16 Forms & Filings Handbook
- Year-End Compliance Reminders
- Form 4 and Form 5 Model Form 168: Purchases, Sales, and Conversions of Convertible Securities
- Is Pay Benchmarking Making CEOs Apathetic?
- Special Issues for SPACs
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- Succession Planning Under the Fed Guidance for Large Financial Institutions
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- Precisely How Might Companies Consider Tweaking their Definition of Change in Control Based on Recent Federal Court Decision
- Companies Might Consider Tweaks in their Definition of Change in Control Based on Recent Federal Court Decision
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- CIC Arrangements Study: Cash Severance Multiples Trend Down
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- Recent Posts You May Have Missed
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- SEC Proposes Temporary Rules to Facilitate Participation by Certain “Platform Workers” in Compensatory Offerings Under Rule 701 and Form S-8
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- Likely Priorities of the SEC in 2021
- Executive Compensation Policies: What’s “Standard” Now
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- ISS Clarifies Approaches to Highly Paid “Independent” Directors & Pay Gap Proposals
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- Using Equity to Conserve Cash: Tips for Doing So Safely
- Evolution of Tech Sector Director Comp
- Another Look at ‘Early Filer’ Incentive Pay Decisions
- San Francisco’s New Pay Ratio Tax
- Pay Equity and Other Internal Assessments and Information — Don’t Forget the Attorney-Client Privilege!
- Bankruptcy Retention Awards: COVID Giving a Reprieve From Scrutiny?
- Pandemic-Based Discretion: Proceed With Caution
- Aspen Institute’s “Modern Principles for Sensitive & Effective Executive Pay”
- Stock Options Make a Comeback?
- Strategies for Problematic Stock Ownership Timeline Requirements
- Driven Incentive Changes Tracking Tool
- $174 Million Quasi-Clawback
- Other Issues Addressed by ISS’ Preliminary FAQs
- Business Roundtable Calls For Closing Pay Gaps
- Linking Executive Pay to Diversity: Starbucks Joins the Party
- CalPERS’ Pay-for-Performance Test Gets More Difficult
- ISS Preliminary FAQs on COVID-Related Incentive Plan Changes
- New ISS FAQs: COVID-Related Pay Decisions
- Outside Advisors Critical for Comp Committees
- Share-Based Compensation Report: Usage Trends
- Samples: Improving Your CD&A
- Industry-Based Compensation Survey: Interactive Tool
- “Short-Termism” & Incentives: Investors Say Complexity Is the Problem
- Another Perks Enforcement Action!
- Moving Forward: Linking D&I to Incentive Programs
- COVID-19 Impact on Incentive Design
- ISS Policy Survey Results: Expectations for COVID-19 Compensation Adjustments
- SEC Issues COVID-19-Related Perquisites C&DI
- Results of ISS’s Annual Policy Survey
- Pay Equity: California Bill Would Require Pay Data Reporting
- Study: COVID-19 CEO & Director Pay Actions
- Scorecard to Support Rationale of Discretionary Awards
- Director Compensation: Board Pay Flat, Leadership Pay Up
- CEO Pay: Annual Bonuses Down, Even Before Pandemic
- New IRS Form 1099-NEC for Non-Employee Compensation, Including Directors’ Fees
- D&I Metrics in Incentive Programs: Usually Discretionary
- Seagate Technology’s Overseas Assignment Disclosure
- Private Companies: LTIP Design Considerations
- Developing Best Practices in Human Capital Disclosure Now That It’s the Law
- Human Capital Disclosure Becomes the Law — Part 2
- Human Capital Disclosure Becomes the Law
- Pay Adjustments When COVID’s a Boon for Business
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- Performance Share Adjustments: Plan & Accounting Considerations
- Darden Restaurants’ CEO Pay Ratio Disclosure
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- Company Responses to Low Say-on-Pay Vote Results
- SEC Settlement Includes Repayment of Incentive Comp
- Framework for Executive Pay Adjustments
- Human Capital: Tipping Point for Board Involvement
- More on “RSUs: New IRS Memo Creates Payment Date & Tax Opportunities”
- COVID-Related Pay Decisions Will Dominate Next Year’s Proxy Season
- Supporting Stakeholder-Centricity Through Compensation
- NetApp’s “Three Questions” Solution
- ISS Policy Survey: Questions on Executive Compensation
- RSUs: New IRS Memo Creates Payment Date & Tax Opportunities
- Companies Changing Incentive Compensation Plan Performance Targets or Metrics Due to COVID-19
- Dodd-Frank: A Decade In, Where Do We Stand on Rulemaking?
- Follow-Up on SEC Final Rules for Proxy Voting Advice Businesses
- SEC Approves Final Rules to Reign in Proxy Voting Advice Businesses
- Factors Impacting 2020 Say-on-Pay Vote Outcomes
- Negative Say-On-Pay: “Blood in the Water” for Activists
- NYC Comptroller Ramps-up Call for EEO-1 Diversity Data
- New Proposed Rules on Compensation Clawbacks Are High on the SEC’s Regulatory Agenda
- Fall Shareholder Engagement: Prep Questions
- Trends in Mid-Cap Non-Employee Director Compensation
- Defer Annual Bonuses to 2021?
- Implementing Cost-Saving Measures: Non-Compete Considerations
- Reading IRS Proposed Regulations on Employer-Provided Commuting in the Era of Pandemic and Civil Unrest
- Equity Grants: Administrative Checklist
- Comp Committees: Time for a Greater “Human Capital” Role?
- Tesla & ISS’s Excessive Director Pay Policy
- Modifying Outstanding Equity: Is Repricing Back on the Table?
- ISS Illustrates How Compensation Committees Could Consider Adjusting Annual Incentive Goals in 2020
- Pay Ratio: COVID-19 Complications
- IRS Provides Guidance on the Timing and Amount of Tax Withholding for Stock Awards
- More on “Scrutiny of Executive Pay Continues”
- Stock Ownership Guidelines in Times of Market Volatility
- CEO Pay Study Shows Smaller Increase from Prior Years
- Reducing Employee & Director Pay? Contractual Obligation Considerations
- Modifying Performance Goals & Plan Limitation Considerations
- Mandated ESG Disclosure Coming Soon to Your Proxy Statement?
- Discretionary Pay Adjustments — Early Planning is Key
- Fluidigm’s Post-Employment Compensation Disclosure
- Jamie Dimon’s “Inclusiveness” Call to Action and Reorienting the Purpose of the Corporation to Serve All Stakeholders
- Compensation Peer Group Evaluation During Crisis
- Vanguard’s View about Executive Pay During COVID-19
- Stock Ownership Requirements: Temporary Waivers?
- COVID-19: Comp Committee Discussion Topics
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- Compensation Committees and Human Capital Management – Get Ready for Your Close-Up
- COVID-19: Observations about Executive Compensation
- J.P. Morgan Tightens Comp-Related Voting Policies
- Kroger’s COVID-19 Disclosure
- Economic Volatility: Valuation Impacts
- Expect to See More Reporting in the “Bonus” Column of the Summary Compensation Table in 2021
- As You Sow “CEO Comp Report”
- Follow-Up on Potential Alternative to Repricing Underwater Stock Options
- Thinking of Reducing Director Equity Awards?
- More on “ESG & Compensation Plans: Proceed with Caution”
- Best Buy’s COVID-19 Disclosure
- Guide for Applying Discretion to Equity Awards
- A Potential Alternative to Repricing Underwater Stock Options?
- COVID-19: Another Look at Initial Reactions to Executive Pay
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- ESG & Compensation Plans: Proceed with Caution
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- Another Take on “Unusual Executive Compensation Approach”
- ISS Issues Policy Guidance on the Impact of the COVID-19 Pandemic
- Study: S&P 500 Use of ESG Metrics
- J.C. Penney’s CD&A Highlights
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- More on “Addressing COVID-19 for Exec Comp Plans”
- Executive Compensation and Other Restrictions under the CARES Act – TARP Redux?
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- Consider Everything During Crisis
- Love And Section 409A In The Time Of COVID-19
- Code Section 139 – Tax Free Aid To Employees
- Honeywell’s Compensation Risk Disclosure
- Addressing COVID-19 For Exec Comp Plans
- Poll Results: COVID-19 & Exec Comp Plans
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- What to Write About 162(m) Deductibility in the 2020 Proxy
- Saving the Best for Last: CD&A Focus
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- Relaxation of the Definition of “Control” Creates New Opportunities and Risks for Banking Organizations
- Hewlett-Packard Enterprise’s Director Compensation Disclosure
- New CECL Rules Suggest Review of Banking Organizations’ Incentive Compensation Plans
- Comp Committees and ESG To-Dos
- SEC Release on Key Performance Metrics Has Implications for Compensation Professionals Too
- Reg G: Not Coming to a CD&A Near You?
- Update on the Ongoing Saga of the SEC Rules on Proxy Advisory Firms
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- TSR vs. CEO Pay: Which Grows Faster?
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- Clawbacks: Shareholders’ Continued Push for “Reputational” Triggers
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- Glass Lewis: Your Peer Group is Changing
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- Expanding the Application of 162(m) Deduction Cap to Other “Publicly Held Corporations”
- Proposed Regulations Clarifying Section 162(m)
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- CII’s Policy Overhaul: The Conversation Continues
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- Gender & Racial Pay Gap: Intel Releases Detailed EEOC Data!
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- S-K Modernization: The Questions Just Keep Coming. . .
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- 10-K/10-Q/8-K “Cover Page” Changes: Courtesy of the Fast Act
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- Financial Reporting: Looking Again at Effects of COVID-19
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- Shareholder Engagement: Effect of Proposed Amendments to Form 13F
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- Caremark: 10-K Disclosure Can Show Directors Ignored “Red Flags”
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- Palantir’s “Direct Listing” IPO
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- SEC “Modernizes” Reg S-K! Risk Factors, Human Capital & More
- ESG Disclosure Trends: SEC Filings Increasingly Highlight Disclosures on Company Websites
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- SEC’s Reg S-T Proposal: The End of “Fake” Filings?
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- ESG Bonds: The Debt Markets Can’t Get Enough!
- Audit Committees: PCAOB’s Conversations with Committee Chairs
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- SEC Calendars Open Meeting: Shareholder Proposals on the Agenda
- #MeToo: Still Making Waves
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- Universal Proxy Rules: Consensus Views
- Reg FD Gets a “Kodak Moment”
- CPRA: California 2020 Ballot Initiative Means Potential Changes to CCPA
- Secure FTP for Supplemental Materials & Rule 83 CTRs
- What Does ESG Mean to You and Me?
- Scrutiny Intensifies on Political Spending
- Looking Back at Restatements: Trending Down in Number & Severity
- Securities Litigation: Federal & State Court Suits Down in 2020
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- Audit Committees: Meetings & Processes in a Pandemic
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- Political Spending: What Now?
- ICFR: How Will COVID-19 Impact Material Weaknesses?
- Reg Flex Agenda: Universal Proxy Rules Coming Soon?
- Insurance: Michigan Court Nixes COVID-19 Coverage Claim
- Beyond EBITDAC: Quantifying COVID-19’s Impact in Public Company Disclosures
- Q2 Reporting: Investors Focus on Liquidity & Human Capital Disclosure
- NYSE “Direct Listings” Proposal: Now with Price Range & Round Lot Requirements
- Tangible “Corporate Purpose”: Investor Views
- “All-Purpose” Securities Law Disclosure: Are We Reaching the Breaking Point?
- Reg S-T: Corp Fin Extends Temporary Relief for Signatures
- COVID-19: Investors Want Mandated Disclosures
- SASB Disclosures: Contributing to Societal Change?
- Corp Fin Supplements COVID-19 Disclosure Guidance
- SCOTUS Reaffirms SEC’s Disgorgement Authority — With Limits
- SEC Chair Jay Clayton: Leaving Washington for New York?
- Comp Consultants: Maybe the Problem Isn’t Other Services…
- IPOs: Virtual Road Shows On the Rise
- “Offboarding” to Achieve Optimal Board Composition
- Cyber Breach Disclosure Trends
- Benchmarking Compliance Reporting
- Improving Board Oversight of Human Capital Management
- Perks Disclosure SEC Enforcement Action
- Paycheck Protection Flexibility Act: Congress Cuts PPP Borrowers Some Slack
- PPP Loan Certifications: D&O Issues for the Battles to Come
- Down on Main Street: Fed Provides More Info on Main Street Lending Program
- Going Concern: Sifting Through COVID-19 Uncertainties
- SPACs: Will More IPOs Mean More Lawsuits?
- Proxy Advisor Regulation — Is a Speed Bump the Answer?
- Independent Chair Proposals in a COVID-19 World
- SEC Investor Advisory Committee: Time to Take Up ESG Disclosure
- Non-GAAP: Are Companies Adjusting Away COVID-19?
- PPP Loans: Are Public Company Borrowers Really the Bad Guys?
- PPP Loans: SEC Enforcement Sweep of Public Company Borrowers?
- The Fire Next Time? CFOs Say Contingency Plans Lacking for COVID-19 Second Wave
- Contested Virtual Shareholder Meeting – It’s a First!
- PPP Good-Faith Need Certification: SBA Issues Another FAQ
- COVID-19 & ESG: Social Issues in the Spotlight
- Proposed Shareholder Resubmission Thresholds: Disproportionate Effect?
- Positive Effects from Publicizing Crisis Response
- “No Respect at All”: Are Dual-Class Companies Undervalued?
- Capital Raising in Turbulent Times
- Nasdaq Temporarily Eases Approval Requirements for COVID-19 Share Issuances
- Virtual Annual Meetings: CII Weighs In with Investor Concerns
- Staff Issues FAQs on COVID-19 Relief
- PPP Loans: Tax Deduction? If They’re Forgiven, Forget It
- PCAOB Wants Comments on CAM Requirements
- Mining Company Property Disclosure Rules: Corp Fin Issues Three New C&DIs
- Beyond Force Majeure: Tips for Entering New Tech Agreements During COVID-19
- BlackRock’s Catching Flack from All Sides
- SEC Goes Remote & Virtual Like the Rest of Us
- PPP Loans: Beware False Claims Act Whistleblowers
- PPP Loans: You Got Your Money – Should You Give It Back?
- Listing Standards: NYSE Joins Nasdaq in Providing Relief From Price-Based Standards
- Virtual Shareholder Meetings: Survey of Q&A Trends
- COVID-19 Crisis: Companies Adopt Emergency Bylaws to Ensure Board Operations
- SEC & PCAOB Officials Issue Joint Statement on “Emerging Market” Risks
- COVID-19 Crisis: What About ICFR?
- Listing Standards: Nasdaq Provides Temporary Relief from Price-Based Standards
- Rulemaking Petition Seeks to Allow Electronic Signatures Under Reg S-T
- COVID-19 Oversight: Does the Board need a Special Committee?
- Initial Investor Responses to the COVID-19 Pandemic
- COVID-19 & Earnings Calls: Logistical Considerations
- Corp Fin Provides Temporary Relief for Form 144 Paper Filings
- COVID-19 Crisis Disclosure: What About Earnings Guidance?
- SEC Chair & Corp Fin Director Issue Joint Statement on COVID-19 Disclosure
- Paycheck Protection Program: Free Money? Don’t Bank on It
- COVID-19: New C&DI Address Application of Exemptive Order to Part III of 10-K
- Financial Reporting: SEC Chief Accountant Addresses COVID-19 Issues
- SEC Chair Encourages Continued Disclosures Amid Pandemic
- Securities Offerings Amid Closed Trading Window: Disclosure Considerations
- Corp Fin Issues Two New Delayed Filing CDIs
- Making Use of ESG Ratings
- CARES Act – Nearly Everything but the Kitchen Sink
- Buybacks: Are Airlines Supposed to be Treated Differently?
- The Coronavirus: What Should Your Company Do Now?
- Conduct of the Annual Meeting
- COVID-19 Disclosures: Guidance From Corp Fin
- Executive Health: COVID-19 Illness Disclosures
- COVID-19 Cash Crunch: Rethinking Dividends
- COVID-19: Should You Update Earnings Guidance?
- Annual Meetings: Attendance Considerations
- Board-Level Oversight of Sustainability Disclosures
- Virtual Shareholder Meetings: CII & Proxy Advisor Positions
- SEC Amends “Accelerated Filer” & “Large Accelerated Filer” Definitions
- Disclosure: What If Your CEO Is Diagnosed With The Coronavirus?
- Proxy Contests: Will COVID-19 Put Them on Ice?
- Conflict Minerals: Time for a Fresh Look at Disclosure & Compliance Programs
- SEC Asks DC Employees to Work From Home
- Earnings Calls: What are Companies Saying About the Coronavirus?
- Future of the PCAOB
- SEC Proposes Amendments to Simplify & Harmonize Private Offerings
- Annual Meetings: Planning for COVID-19 Developments
- SEC Amends Rules for Financial Disclosures of Registered Debt Offerings
- Internal Audit’s View of Corporate Governance
- D-Lister Dinged for Drumming Digital Deal!
- Warren Buffett: “Hey GAAP, Get Off My Lawn!”
- DFS: New York’s New Regulatory King Kong?
- Coronavirus: Implications for Contracts
- MD&A Guidance: What About ESG Metrics?
- What to Do About Astroturfing the Comment Letter Process
- Audit Committees in Action: The Latest Developments
- Conflict Minerals: Tackling Your Next Form SD
- Deciphering ‘Corporate Purpose’
- SEC Public Statement on Coronavirus
- SEC Brings KPI Enforcement Proceeding
- SEC Comment Letters: Tips to Ease Your Response Process
- Cyber Response Plan Testing
- Risk Factors: Here Come the 10-K Coronavirus Disclosures. . .
- Insider Trading: Should Your Policy Cover More Than Legal Risks?
- Audit & Non-Audit Fees: The Song Remains the Same?
- Proxy Access: Adopted Widely, Used Only Once
- IPOs: A Fix for Section 11 Liability?
- Pat McGurn’s Forecast for 2020 Proxy Season
- Skipped Class the Day Insider Trading was Covered?
- Disclosure Reform: Are ESG Risks “Material”?
- “Proxy Advisor” & “Shareholder Proposal” Regs: Comments Are In!
- S-K Financial Disclosure: SEC Proposes Big Changes!
- Cryptocurrencies: Rising NBA Star Launches ICO
- Insider Trading: Bharara Task Force Weighs In
- Board Diversity: Goldman Says No More “Boys Club” IPOs
- That Pesky 3rd Year: Corp Fin Issues 3 New MD&A CDIs
- California’s “Board Gender Diversity” Law: FAQs
- Non-Financial Disclosure: What “Audit Assurance” Looks Like
- Congress Moves to Close the “8-K Trading Gap”
- The Myth of the Friday Earnings Release
- Airbnb Establishes “Stakeholder” Board Committee
- BlackRock on Climate Change: “Against” Votes Are Coming?
- More on “Shareholder Proposals on Arbitration”
- Divestment: Another Investor Approach to Social Issues?
- D&O Insurance: ESG Reputation Matters
- Good Governance: Does Anyone Really Know What It Is?
- Insider Trading: 2nd Cir. Makes Prosecutors’ Day
- SOX 404: Point & Counterpoint on Auditor Attestations
- IPOs: WeWork a Game Changer for 2020’s Unicorns?
- Ransomware: The Cyber Attack That Companies Refuse to Call by Name
- E&S: BlackRock’s Shareholders Tiring of “Quiet Engagements”?
- Clawbacks: Turning Restatements Into a Rare Species?
- Corporate Governance Ratings: Internal Audit Enters The Game
- Audit Committee Role & Reminders: Statement from SEC & Corp Fin
- SEC Proposes “Modernization” of Auditor Independence Rules
- ESG Ratings Draw Nearly Universal Contempt
- Corp Fin’s New “Disclosure Guidance”: Confidential Treatment Requests
- SEC Proposes Expanded “Accredited Investors” Def’n
- Improving Board Oversight of Risk
- State of the SEC: A Few Nuggets from the Chair’s Testimony
- How to Attract & Retain New Lawyers
- Direct Listings: NYSE Files Revised Proposal!
- “Climate Accounting”: Exxon Prevails in Martin Act Suit
- SEC Calls Foul on “Earnings Management”
- Insider Trading Reform: Could 2020 Be the Year?
- Direct Listings: NYSE’s “IPO” Proposal – Controversial?
- The SEC Chair Touts ‘Fishy’ Comment Letters
- Reg Flex Agenda: Clawback Re-Proposal Coming Next Year?
- Shareholder Proposals: What Now
- “ESG” Funds: What’s in a Name?
- “Responsible Investors” Say ESG Isn’t a Fad
- Dual Class: Battleground Moves to Delaware
- SEC’s Enforcement: Do Stats Matter?
- Who “Leaked” WeWork’s Comment Letter
- Dual-Class: Maybe the Market Worked in WeWork?
- S-K Modernization Proposal: Big Yoga Weighs In!
- “The Die is Cast”: SEC Proposes to Regulate Proxy Advisors
- Glass Lewis Issues ’20 Voting Guidelines
- Kokesh Redux: SCOTUS to Hear Challenge to SEC Disgorgement Authority
- Boardroom Diversity: Progress on Racial Diversity Impeded by Slow Turnover
- Director Survey: “Collegiality” & “ESG” Can Go Too Far
- ISS Sues SEC Over Proxy Advisor Guidance!
- Sustainability Reporting: Small & Mid-Cap Perspectives
- Secrets of the Corporate Secretary Department
- Foreign Nations Might Be Delaware’s New Competition
- Comment Trends: Corp Fin’s “Top 10”
- “Climate-Change Accounting”: Not Adding Up?
- “Harmonization” of Private Offerings: NASAA Comments on SEC’s Concept Release
- “Reg D” ICOs: What’s the Harm in Trying?
- ICOs: “SAFTs” No Longer Safe?
- Audit Committees Must Enforce Auditor Independence Rules? What Gives?
- Canada Heading for Mandatory “Say-on-Pay-Eh”?
- SOX 404: 15 Years of Negative Attestations & Assessments
- Naming Audit Partners: No Audit Quality Impact?
- Shareholder Proposals: Corp Fin Issues 12th Staff Legal Bulletin
- Poison Pills: A Career Limiting Move for Directors?
- Board Diversity: NYC Comptroller Launches “Rooney Rule” Initiative
- Chief Justice Strine’s “New Deal”
- Should the SEC Get Out of the “Stakeholder Disclosure” Business?
- SEC Enforcement: Actually, Just Check All Your Disclosures
- Ransomware: Preparing for a Growing Threat
- Shareholder Proposals: Should Corp Fin Referee the No-Action Process?
- More on “The History of the SEC Staff’s Disclaimer When Speaking Publicly”
- Wow! Corp Fin “Realigns” (But It’s More Than That)!
- Everybody Into the Pool! SEC Adopts “Test the Waters” for All
- Being Litigated! Tesla’s Colossal CEO Comp In The Crosshairs
- Quarterly Reporting & ESG: The CFA Institute Weighs In
- IPOs: VCs Eyeing “Direct Listing” Alternative
- Better The Devil You Know? ISS ESG Business Keeps Growing
- “Greenwishing”: Sustainability’s Greatest Threat?
- XBRL: What’s It Good For?
- 10b-5 Liability: Exec Gets Sanctioned for “Failure to Correct”
- ISS Releases Policy Benchmark Survey Results
- Proxy Access: Where Things Stand
- Shareholder Proposals: Corp Fin’s Big Announcement – Oral Responses & Declining to Provide a View!
- Governance: Closing the Board Information Gap
- Financial Intermediaries: Strine Says Funds Must Do Better By Their Investors
- Counterpoint: Like Heck It Does!
- “Stakeholder Governance”: What Happens to the BJR?
- Making Sense of ESG Reporting Frameworks
- S-K Modernization: Two SEC Commissioners Concerned About “Principles-Based” Proposal
- Low-Cost Index Funds: Management’s “Absentee” Best Friend?
- FASB Testing “Staggered Adoption” Policy for Smaller Reporting Companies
- SEC Issues “Proxy Advisor” Guidance
- Inline XBRL: Corp Fin Issues 9 CDIs
- Battle Lines Being Drawn! BRT Brushes “Shareholder Primacy” Aside
- Are Companies Punishing Their Auditors for Flagging Their Material Weaknesses?
- WeWork’s Proposed IPO: The Latest Unicorn Doesn’t Disappoint…
- Company Buybacks: Best Practices
- Dual Class: CII Names & Shames “Dual-Class Enabler” Directors
- BlackRock: “Remain Calm! All is Well!”
- SEC Calendars ‘Open Meeting’: Proxy Advisors on the Agenda!
- Fast Act S-K Simplification: Don’t Forget the New “Description of Securities” Exhibit!
- Buybacks are Bad. Buybacks are Declining. The Decline in Buybacks is Bad.
- Earnings Calls: Make ’em Laugh (If You Can)
- The Dark Web: Troll Targets SEC Staffers
- SEC Proposes Reg S-K Modernization! (For Items 101, 103 & 105)
- Shareholder Proposals: Big Year for “Political Spending”
- Risk Factors: “Active Shooters” Join the Parade of Horribles
- Inline XBRL: Ins & Outs of “Exhibit 104”
- Fast Act: SEC Issues “Technical Corrections”
- Voluntary Disclosures of SEC Investigations: No Good Deed Goes Unpunished?
- Securities Class Actions: M&A Filings Down, But Plaintiffs Still Loving Disclosure Fraud
- ’33 Act Class Actions: NY State May Not Be So Plaintiff-Friendly After All
- CAMs: Early Returns From the “Big 4”
- Auditor Attestations: No Shortage of Comments on SEC Proposal
- Sarbanes-Oxley Compliance: Still a Lot of Work, But Automated Controls Might Help
- Board Diversity: S&P 500 No Longer Has Any All-Male Boards
- What’s the “Latest Practicable Date” for S-4 Comp Tables?
- More on “Large Accelerated Filers: Inline XBRL Requires 2nd Quarter 10-Q Changes”
- Moody’s Gets Into the “Governance Ratings” Game
- Large Accelerated Filers: Inline XBRL Requires 2nd Quarter 10-Q Changes
- Brexit Disclosure: New Developments to Consider
- Lawyers’ Mental Health: Are Clients Making Us Sick?
- More on “California Reports on Mandatory Women Directors”
- Mandatory ESG Disclosure: Coming to an SEC Filing Near You?
- Shareholder Proposals: “Micromanagement” Continues to be Hot
- Convertible Debt: Still a Good Way to Raise a Buck (or a Million)
- How Asset Managers Feel About “Activists”
- Shareholder Proposals: Corp Fin Considering Changing Approach to No-Action Requests
- Social Media: SEC Wants Better Monitoring Tools
- ISS Policy Survey: Board Gender Diversity, Over-Boarding & More
- Buybacks: The “Replace” Part of “Repeal & Replace” Rule 10b-18
- Blue Sky: New Jersey Sues Issuer of Unregistered Tokens
- Registered ICOs: SEC Clears First Reg A+ Token Offering
- BlackRock: “Move Along – Nothing to See Here. . .”
- The FTC Gives Facebook a New Board Committee!
- SEC Enforcement: Facebook Tagged for Risk Factor Disclosures
- 12 Tricks to Help You During Proxy Season
- Whistleblowers: Can In-House Lawyers Walk the Ethical Tightrope?
- Current Developments in Capital Raising
- Navigating Corp Fin’s Comment Process
- SEC Approves Nasdaq’s “Liquidity” Proposal
- SEC Will Evaluate Settlement Offers & “Bad Actor” Waiver Requests Simultaneously
- EGC Transitions: Interplay With Revenue Recognition
- Overboarding: New Investor Policies Causing Huge Drops in Director Support
- CAMs: PCAOB Answers FAQs from Audit Committees
- Corp Fin Issues “LIBOR Transition Risks” Statement
- How to Handle a SEC Enforcement Inquiry Now
- Section 16 Delinquencies Disclosures Handbook
- Shareholder Proposals – Rule 14a-8(i)(1) Improper Under State Law
- Q&A Discussion Forum For TheCorporateCounsel.net
- Shareholder Proposals: Corp Fin Speaks
- Conduct of the Annual Meeting
- Shareholder Proposals Handbook
- D&O Questionnaire Handbook
- Insider Trading Policies Handbook
- Regulation FD Handbook
- MD&A Handbook
- 8-K Handbook
- Corporate Secretary’s Department Handbook
- 10-K Handbook
- Warren Buffet Says Many “Independent Directors” Aren’t Independent
- Direct Listings: A Lot to Like If You’re a Venture Investor
- Insider Trading: So That’s What Friends Are For?
- Disclosure Simplification: SEC Referral Prompts FASB to Seek GAAP Tweaks
- SEC Signs Off On Silicon Valley Stock Exchange
- “Test the Waters” for All: Comments on SEC Proposal
- What Do In-House Lawyers Want From Law Firm CLE?
- Crypto Mom Wants SEC to Wear “Reasonableness Pants”
- Rookies of the Year: Do New Activist Directors Add Greater Value Than Other Newbies?
- SEC Modifies 10-Q & 8-K Cover Pages (Again)
- Corporate Governance: Wait, Nobody Said Anything About a Test!
- Proxy Strike Suits: What We’re Hearing About This Year’s Targets
- Uber IPO: The Biggest Loser?
- Audit Committee Disclosure Handbook
- Staggered Boards: Investors Still Want Them Gone
Team
- Lawrence Heim
- Larry Wallace
- Chris Calaluca
- Jim Currie
- Matt Potter
- Linda Weber
- Dawn Chyten
- Lynn Jokela
- Alan Dye
- Liz Dunshee
- Paige Brandt
- Denise Childs
- Larissa Aguillon
- Albert Chen
- Mel Yarbrough
- Nathan Brill
- Julie Hoffman (former editor)
- Linda DeMelis (former editor)
- Julie Kim (former editor)
- Michael Gettelman
- Peter Romeo
- Mark Borges
- Mike Melbinger
- John Jenkins
- Dave Lynn
- Susan Reilly
- John Feeney
- Barbara A. Baksa, CEP
