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Searching Content indexed under Shareholders by Arnold & Porter ordered by Published Date Descending.
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1
SEC Announces Changes To Administration Of Shareholder Proposal No-Action Requests
On September 6, 2019, the SEC announced changes to how it will respond to companies that seek to exclude shareholder proposals from their proxy statements under Exchange Act Rule 14a-8.
United States
12 Sep 2019
2
Public Shaming Will Not Solve The Lack Of Diversity On Corporate Boards
General Motors shareholders last week elected a slate of directors that includes more women than men.
United States
13 Jun 2019
3
Tribune Media Court Extends Safe Harbor Protections To Former Shareholders
The complaint the Trustee originally filed therefore did not include a constructive fraudulent conveyance claim.
United States
10 May 2019
4
SEC Approves NYSE Amendments To Shareholder Approval Rules
These amendments are similar to recent NASDAQ rule changes approved by the SEC.
United States
10 Apr 2019
5
Recent Proposed Regulations Could Mitigate Harsh US Taxation Of Individuals Under GILTI Rules
The US Internal Revenue Service and the US Department of Treasury recently released proposed regulations that may provide relief to individual US Shareholders of "controlled foreign corporations" ...
United States
8 Apr 2019
6
Sexual Harassment In The #MeToo Era
As the #MeToo movement continues to shed light on sexual harassment across a wide variety of industries, it has become clear that the health care profession
United States
21 Feb 2019
7
Proposed Modification Of Section 956 Application To US Corporations Could Result In Increased Credit Support From Non-US Subsidiaries
The US Internal Revenue Service and the US Department of the Treasury recently released proposed Treasury regulations (Proposed Regulations) that modify the application of Section 956...
United States
4 Dec 2018
8
Arnold & Porter Discusses Growing Cybersecurity Oversight By SEC And Shareholders
rotecting against data breaches, hacks and cyber threats is an unwelcome but necessary reality for businesses today.
United States
12 Nov 2018
9
SEC, Shareholders Take On A Growing Cybersecurity Oversight Role
Protecting against data breaches, hacks and cyber threats is an unwelcome but necessary reality for businesses today.
United States
6 Nov 2018
10
Corporate Governance: Delaware Supreme Court Approves Lower Standard Of Judicial Review For Certain Tender-Offer Mergers
By the time the tender offer closed, 89.1 percent of shareholders had sold their shares to the acquiring company.
United States
15 Mar 2017
11
Delaware Court Endorses Share Tracing In Order To Deny Appraisal Claims In Dell Merger
After a string of Delaware decisions that have been widely interpreted as rejecting a share-tracing requirement in appraisal proceedings involving public companies, the Delaware Court of Chancery recently denied petitioners' ...
United States
21 Sep 2016
12
Beware The Interplay Between Indemnification Provisions And D&O Advancement Provisions In Merger Agreements
Hyatt v. Al Jazeera America Holdings II, LLC, C.A. No. 11465-VCG (Del » Click here to read more articles from our latest M&A and Corporate Governance Newsletter. . Ch. Mar. 31, 2016) involved a D&O advancement claim by Joel Hyatt and Albert Gore, Jr., both former members and directors, and Hyatt a former officer, of Current Media LLC, against its acquirer, Al Jazeera.
United States
14 Sep 2016
13
New York Adopts Business Judgment Rule In Reviewing Certain Going-Private Transactions
The New York Court of Appeals dealt a blow to plaintiffs on May 5, 2016 when it issued its first decision addressing the appropriate standard for analyzing going-private merger transactions.
United States
11 May 2016
14
NASDAQ Proposes Golden Leash Disclosure Rule
The debate over "golden leash" arrangements—payment agreements made between stockholders and their director nominees, often in connection with shareholder activism—recently ramped up when NASDAQ proposed a change to its Listing Rules.
United States
6 Apr 2016
15
The SEC's Blueprint For Dealing With Proxy Access Proposals
The SEC publicly released 18 no-action letters on February 12, 2016, relating to proxy access proposals under Rule 14a-8.
United States
16 Mar 2016
16
Parties Involved In Major Corporate Transactions May Find New York A Hospitable Forum For Defending Stockholder Actions
Although Delaware still reigns as the leading forum for merger and acquisition litigation, stockholder plaintiffs have, in recent years, filed a substantial number of lawsuits in other jurisdictions.
United States
3 Mar 2016
17
Emerging Courtroom Considerations For Shareholder Controversies
This report, Emerging Courtroom Considerations for Shareholder Controversies, assesses recent developments in state court standards for securities disputes and derivative suits.
United States
22 Feb 2016
18
Significant 2015 Decisions Affecting Private M&A: Part 1
The following compilation is Kaye Scholer's second annualreview of significant Delaware court decisions relating to private merger and acquisition transactions and disputes.
United States
3 Feb 2016
19
Significant 2015 Decisions Affecting Private M&A
As a second argument, Incline attempted to avoid the exclusive representations language by claiming that it did not apply in the case of fraudulent omissions.
United States
18 Jan 2016
20
SEC Guidance On Unbundling In M&A Context
On October 27, 2015, the SEC issued new Compliance and Disclosure Interpretations (the 2015 C&DIs) regarding unbundling of votes in the M&A context.
United States
7 Dec 2015
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