Searching Content indexed under Corporate Governance by Sheppard Mullin Richter & Hampton ordered by Published Date Descending.
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Delaware Supreme Court Allows Caremark Claim To Proceed Against Directors Of Ice Cream Manufacturer Following Listeria Outbreak
In Marchand v. Barnhill, No. 533, 2018, 2019 Del. LEXIS 310, the Delaware Supreme Court reversed a Delaware Court of Chancery order dismissing a derivative claim alleging that an members of the board of directors...
United States
2 Aug 2019
Feds Focus On Individuals In Evaluating Corporate Compliance Programs
Earlier this month, the U.S. Department of Justice ("DOJ") and the U.S. Department of the Treasury's Office of Foreign Asset Controls ("OFAC")
United States
13 Jun 2019
Ninth Circuit Holds That Statutes Do Not Constitute "Rules Or Regulations Of The SEC" For Purposes Of Sarbanes-Oxley Act Whistleblower Claims
In Wadler v. Bio-Rad Laboratories, Inc., No. 17-16193, 2019 WL 924827 (9th Cir. Feb. 26, 2019), the United States Court of Appeals for the Ninth Circuit held that statutes ...
United States
13 Mar 2019
Delaware Courts Address Production Of Emails And Other Electronically Stored Information In Response To Section 220 Demands
Section 220 of the Delaware General Corporation Law, 8 Del. C. § 220, provides that any stockholder of a Delaware corporation
United States
6 Feb 2019
From The Big Easy To The Big Ten, And Beyond: What The Process Of Reforming The New Orleans Police Department Can Teach Colleges And Universities
In 2012, the Penn State Lions went 8-4 on the field, passing 3,283 yards, rushing 740 yards, and scoring 349 points.
United States
5 Nov 2018
"Airing Out The Denny Crane Room": Recent SEC Action Emphasizes Need For Effective Disclosure Controls And Procedures For Executive Perquisites
The SEC seeks to have the CEO pay civil money penalties and be barred from any officer or director role with any issuer of registered securities.
United States
29 Aug 2018
Not So Fast – Challenges In Reincorporating From California To Delaware
There are several reasons that a California corporation may want to reincorporate to Delaware. Venture capital funds or other investors may demand a reincorporation to Delaware as a condition to financing.
United States
2 Aug 2018
The President Receives An Early Christmas Present: Congress Approves Landmark Tax Bill – What Will This Mean For Executive Compensation?
On Friday, December 15, 2017, Congress put forth a final version of the Tax Cuts and Jobs Act, which would signify the largest piece of tax legislation in over thirty years if signed into law.
United States
22 Dec 2017
Congressional Republicans Reach A Deal On Tax Bill
As an update to our previous blog post entitled, Senate Stays Up Late to Approve Tax Bill, dated December 5, 2017, the Senate and the House appear to have come to an agreement ...
United States
18 Dec 2017
Startups Have Much To Be Thankful For – Senate Amendments To New Tax Bill Remove Deferred Compensation And Stock Options From Endangered Species List
As discussed in our November 14, 2017 blog post, Thanksgiving Tax Frenzy – New Tax Bill Proposes Executive Compensation Changes That Could Derail Deferred Compensation and Stock Options ...
United States
20 Nov 2017
Thanksgiving Tax Frenzy – New Tax Bill Proposes Executive Compensation Changes That Could Derail Deferred Compensation And Stock Options
Congress has been in a frenzy to try and get new tax legislation passed by Thanksgiving, and members of the House and Senate would presumably rather be enjoying a feast rather ...
United States
15 Nov 2017
Delaware Court Of Chancery Addresses The "Cleansing Effect" Of Stockholder Approval In Post-Closing M&A Damages Actions
In two recent decisions, the Delaware Court of Chancery addressed the salutary effect of stockholder approval on the standard of review to be applied when evaluating damages claims...
United States
8 Sep 2016
SEC Approves Nasdaq's Proposed Rule On Third Party Payments To Directors And Director-Nominees – The "Golden Leash" Disclosure
On July 1, 2016, the Securities and Exchange Commission (the "SEC") approved, on an accelerated basis, proposed amendments to the listing rules of The Nasdaq Stock Market LLC ("Nasdaq") to require...
United States
4 Aug 2016
Tenth Circuit Upholds Nevada Law By Denying Stockholders Standing To Bring Claims On Behalf Of Nevada Corporation
The Tenth Circuit held that stockholders of a Utah-based, Nevada corporation, who failed to make pre-suit demand that the corporation's board of directors cause the corporation to file claims against past and present directors (including one-half of the corporation's board of directors), could not litigate those claims derivatively.
United States
8 Jul 2016
California Court Of Appeal Confirms That Corporations Code § 1601 Does Not Require Corporations To Ship Records Maintained Out Of State To California
In 2015, shareholders of Diablo Controls, Inc. ("Diablo Controls"), a California corporation, demanded to inspect Diablo Controls' accounting books and records at the company's California office.
United States
6 Jul 2016
…And The Unicorn You Rode In On (Silicon Valley – Episode 26)
Alas, poor Erlich! We knew him; 'a fellow of infinite jest, of most excellent fancy; he hath borne us on his back a thousand times...
United States
26 Jun 2016
Laurie & Monica Out-Action Jack…And Other Fiduciary Duties (Silicon Valley – Episode 22)
Episode 22 provides a decisive and satisfying showdown between Jack's Box plan and Richard's consumer platform option.
United States
27 May 2016
Success Is Not Always Founder Friendly (Silicon Valley – Episode 19)
HBO's Silicon Valley is back, but Richard is still out as Pied Piper's CEO.
United States
4 May 2016
Delaware Supreme Court Reinforces Importance Of Clear And Precise Bylaw Provisions And Specifically Drafted Notices Of Annual Meetings
The Courts' rulings in this case confirm that a "save the date"-type general notice of when a Delaware corporation plans on scheduling its annual meeting of stockholders will not suffice to trigger advance notice deadlines.
United States
24 Jul 2015
Back To The Future – Should Stock Incentive Plans Impose Grant Limits On Non-Employee Director Awards?
On April 30, 2015, the Court of Chancery of the State of Delaware rendered an important case decision in a procedural matter dealing with the equity compensation of non-employee members of a company's board of directors.
United States
24 Jun 2015
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