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1
Terminating The Managing Director Of A German GmbH – How To Do It Legally Sound
The termination of the appointment is achieved by a shareholders' resolution revoking the appointment of the managing director.
Germany
15 Aug 2019
2
Russian roulette clause negli statuti: arriva il sí anche del Consiglio Notarile di Milano
Non è raro che nelle vicende societarie ci si possa ritrovare in situazioni di stallo decisionale (c.d. deadlock): è il caso ad esempio, delle S.r.l. in cui le partecipazioni sono detenute al 50% da due soci, ...
Italy
9 Aug 2019
3
An Update On Pay Gap Shareholder Proposals
For nearly five years, major U.S. corporations have been subject to intense scrutiny over their decisions on whether to release internal pay gap percentages in response to shareholder proposals by Arjuna Capital, LLC ...
United States
31 Jul 2019
4
How To Legal-Proof Your Startup: 6 Mistakes To Avoid
Sifted spoke with leading startup lawyers for this article, which draws attention to six areas which founders should consider early so as to avoid problems in the early stage
UK
27 Jun 2019
5
Shareholder Rights Directive: The Proxy Advisors Regulations 2019
On May 14, the Proxy Advisors (Shareholders' Rights) Regulations 2019 (SI 2019/926) were published.
United States
4 Jun 2019
6
Second Circuit Affirms Dismissal Of Chapter 15 Appeal By Purported Shareholder On Standing Grounds
In a March 19, 2019 summary order, the U.S. Court of Appeals for the Second Circuit affirmed the district court's dismissal of a purported shareholder's appeal challenging the chapter 15 recognition
United States
10 Apr 2019
7
Know Your Investors – Their Holdings And Board Seats Can Create Antitrust Risk For Your Company
A recent divesture ordered by the Federal Trade Commission should serve as a reminder that private equity- and venture capital-backed companies need to evaluate the other holdings of their investors..
United States
29 Oct 2018
8
Rising To The Challenge Of Growth Capital Equity Investment In The World's Poorest Countries – A New Model
One of the biggest current challenges for the impact investing community is the aggregation and deployment of growth capital equity in the world's poorest countries.
Worldwide
14 Jun 2017
9
From Greyball To Snowball: Uber's Latest Travails, And How Multiple Investigations Of Misconduct May Imperil The Attorney-Client Privilege
Since then, the Portland City Council has voted to subpoena documents concerning the program, and lawmakers in Philadelphia and Austin have said they are cooperating with DOJ investigation.
United States
23 May 2017
10
German Corporate Law Update: Important Changes In Acquisitions And Investments
Less than 18 months from now, the new European Data Privacy Regulation ("GDPR") will take effect.
Germany
24 Mar 2017
11
Le Società Benefit
La legge n. 208 del 28 dicembre 2015 (la "Legge di Stabilità 2016"), entrata in vigore il 1° gennaio 2016, ha elaborato una nuova formula per lo svolgimento dell'attività di impresa...
Italy
13 Dec 2016
12
Keep Looking Forward: Federal Court Holds Company's Bad Legal Predictions Protected By PSLRA's Safe Harbor
In a comprehensive tour of the PSLRA safe-harbor provisions, on November 22, 2016, a federal court in Massachusetts dismissed a shareholder class-action lawsuit against Neovasc, Inc.
United States
1 Dec 2016
13
I Diritti Particolari Dei Soci Nelle Società A Responsabilità Limitata E La Creazione Di "Categorie Di Quote"
La riforma del diritto societario del 2003, revisionando completamente il modello della società a responsabilità limitata, trova il suo fondamento nella valorizzazione del ruolo del socio.
United States
21 Nov 2016
14
SEC Announces Proposal To Require Universal Proxy Cards In Contested Elections
The SEC (by a 2-1 vote) has proposed amendments to the proxy rules that would mandate the use of a system of universal proxy cards in contested director elections.
United States
16 Nov 2016
15
Ed Batts Discusses New Bill Targeting Proxy Advisory Firms
Ed Batts, Global Co-Head of Orrick's M&A and Private Equity group, recently spoke with The Wall Street Journal regarding a proposed bill to regulate proxy advisory firms.
United States
22 Sep 2016
16
Chancery Court Denies Motion To Dismiss Fiduciary Duty Claims Where Directors Approved Merger That Extinguished Threatened Derivative Claims
The Vice Chancellor did not address the claims against CAS because CAS did not move to dismiss the plaintiffs' claims.
United States
5 Sep 2016
17
Seventh Circuit Brands Disclosure-Only Settlement A "Racket" And Endorses Delaware Court Of Chancery's Stricter Standard For Approval Of Disclosure-Only Settlements
In a 2-1 decision, the Seventh Circuit has joined the Delaware Court of Chancery's call for enhanced scrutiny of "disclosure-only" M&A settlements that involve no monetary benefits to shareholders.
United States
22 Aug 2016
18
It's Not Easy Being Green: Leapfrog Execs Dodge Class-Action Over Sales Projections
U.S. District Judge Edward Chen dismissed a shareholder lawsuit brought against educational toymaker LeapFrog Enterprises for failure to adequately plead statements were false or misleading...
United States
16 Aug 2016
19
Shareholder Derivative Suit Following Data Breach Misses Target
On July 7, 2016, Judge Paul A. Magnuson of the United States District Court for the District of Minnesota granted Defendants' Motions to Dismiss a shareholder class action...
United States
20 Jul 2016
20
The Ever-Increasing Importance Of The Shareholder Vote: Delaware Chancery Court Extends Corwin To Two-Step Mergers Under DGCL § 251(h)
On June 30, 2016, the Delaware Chancery Court extended the Supreme Court's holding in Corwin v. KKR Financial Holdings LLC, 125 A.3d 304 (Del. 2015), to two-step mergers under DGCL § 251(h).
United States
12 Jul 2016
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