Current Matters of Interest
RSS Feed
Delaware Chancery Court Upholds Adoption and
Use of Poison Pill Triggered by Competitor’s Acquisition of Stock
by Wilson Sonsini Goodrich & Rosati
(click here)
SEC Issues Statement on Path to IFRS Adoption
by Gibson, Dunn & Crutcher LLP
(click here)
Delaware Court of Chancery Validates Use of a
Net Operating Loss Poison Pill
by Gibson, Dunn & Crutcher LLP
(click here)
SEC Adopts Restrictions on the Short Selling of Stocks that
Experience Sharp Price Declines
by Wilson Sonsini Goodrich & Rosati
(click here)
The SEC's New Approach to Your CD&A
by Morrison & Foerster
(click here)
RiskMetrics Introduces New Corporate Governance Tool
by Compensia
(click here)
Our Low-Tech Tax Code
by NYtimes.com
(click here)
Insider Trading: 2009 Review
by Morrison & Foerster
(click here)
International Business & Trade Law Alert
A Corporate Department Publication
by Porter Wright Morris & Arthur LLP
(click here)
THE FINANCIAL CRISIS: CAUSES AND LESSONS
by Kenneth E. Scott, Ralph M. Parsons Professor of Law and Business, Emeritus Stanford Law School
(click here)
"Governance Risk Indicators": What RiskMetrics Group's New Governance Risk Assessment Tool Means to Public Companies
by Wilson Sonsini Goodrich and Rosati
(click here)
SEC Announces Initiatives to Encourage Companies and Individuals to Cooperate in Enforcement Investigations and Actions
by Wilson Sonsini Goodrich and Rosati
(click here)
Considerations for Public Company Directors in the 2010 Proxy Season
by Gibson, Dunn & Crutcher LLP
(click here)
SEC Votes to Issue Guidance on Disclosure Related to Climate Change
by Wilson Sonsini Goodrich and Rosati
(click here)
Role of Economists in Reduction-in-Force Analysis
by Huron Consulting Group
(click here)
SEC Adopts Amendments to Custody Rule
by O'Melveny & Myers LLP
(click here)
2009 Year-End FCPA Update
by Gibson, Dunn & Crutcher LLP
(click here)
Charges Dismissed Against 2 Broadcom Executives
by The New York Times
(click here)
Corporate Governance Commentary on Board Confidentiality
by Lathan & Watkins LLP
(click here)
California Court of Appeal Clarifies Fiduciary Duties Owed by Directors to Creditors of Insolvent Corporation
by Bingham.com
(click here)
Text Messages: Digital Lipstick on the Collar
by The New York Times
(click here)
Rickmetrics Issues 2010 Updates to Corporate Governance Policy Proxy Season
by Wilson Sonsini Goodrich and Rosati
(click here)
Updates on Important Considerations for Companies Preparing for the 2010 Proxy Season
by Wilson Sonsini Goodrich and Rosati
(click here)
Delaware Court Applies Entire Fairness Standard of Review to a Sale of a Company to a Third Party When the Company Has a Controlling Stockholder
by Wilson Sonsini Goodrich and Rosati
(click here)
Considerations for Public Company Directors in the Current Environment
by Gibson, Dunn & Crutcher LLP
(click here)
Department of Justice Evidences Trend Toward Combining FCPA and Travel Act Charges
by Wilson Sonsini Goodrich & Rosati
(click here)
Supporting Long-Term Performance In an Economic Downturn
by Pamela S. Harper
(click here)
SEC v. Christopher A. Black
New Regulation FD Case Shows Importance of Company Compliance Programs
by Wilson Sonsini Goodrich & Rosati
(click here)
Federal District Court Rejects Proposed Consent Judgment between Bank of America and the SEC
by Wilson Sonsini Goodrich & Rosati
(click here)
Recent Developments and Important Considerations for Companies Preparing for the 2010 Proxy Season
by Wilson Sonsini Goodrich & Rosati
(click here)
Scathing Report on S.E.C. Failure to Uncover Madoff’s Scheme
by NYtimes.com
(click here)
Ponzis vs. Pensions: Are there mini-madoffs lurking in your pension?
by Olivia Robinson
(click here)
SEC Proposes Additional Proxy Disclosure Rules
by Wilson Sonsini Goodrich & Rosati
(click here)
SEC Eliminates Discretionary Broker Voting for Uncontested
Director Elections
by Wilson Sonsini Goodrich & Rosati
(click here)
2009 Mid-Year Update on Corporate Deferred Prosecution and Non-Prosecution Agreements
by Gibson, Dunn & Crutcher LLP
(click here)
The Application of the Hart-Scott-Rodino Act to Officer and Director Equity Compensation
by O’Melveny & Myers LLP
(click here)
Corporate Governance Commentary: Proxy Access Bulletin No.3
by Latham & Watkins LLP and Georgeson Inc
(click here)
Delaware Court of Chancery Rules on "Poison Puts"
by Gibson, Dunn & Crutcher LLP
(click here)
SEC Charges Countrywide Executives with Securities Fraud
by Wilson Sonsini Goodrich & Rosati
(click here)
A Promise to Be Ethical in an Era of Immorality
by NYTimes.com
(click here)
California Appellate Court Issues Significant Ruling in Shareholder Derivative Litigation
by Morrison & Foerster
(click here)
U.S. Senator Schumer Introduces Shareholder Bill of Rights Act of 2009; SEC Votes to Re-propose Proxy Access Rules
by Wilson Sonsini Goodrich & Rosati
(click here)
Blank Votes Turn Magically to Management
by James McRitchie
(click here)
Recent State and Federal Corporate Governance Developments
by Gibson, Dunn, & Crutcher LLP
(click here)
SEC CHAIRMAN SCHAPIRO OUTLINES PROPOSED
INITIATIVES CONCERNING CORPORATE GOVERNANCE
AND DISCLOSURE REQUIREMENTS
by Wilson Sonsini Goodrich & Rosati
(click here)
DELAWARE SUPREME COURT DEFINES LIMITS OF REVLON DUTIES
IN A CHANGE OF CONTROL
by Wilson Sonsini Goodrich & Rosati
(click here)
Executive bonuses: heads you lose, tails I gain
by Tamar Frankel
(click here)
How We Can Restore Washington
by Washington Post
(click here)
How Long And Strong is Trustee Piccard’s Claw?
by Seyfarth Shaw, LLP
(click here)
DELAWARE SUPREME COURT CLARIFIES FIDUCIARY
DUTIES OF OFFICERS AND DIRECTORS
by Wilson Sonsini Goodrich & Rosati
(click here)
GLOBAL RISK MANAGEMENT Forum (Feb 10, 2009)
by Woodruff - Sawyer and Co.
click here
Delaware Court Decisions Denying Indemnification Rights
by Morrison and Foerster
(click here)
Madoff was Magnet For Some, Not All Investors
by Stanford University
(click here)
Washington is killing Silicon Valley
by ABC News
(click here)
2008 ENTREPRENEURS REPORT:
Private Company Financing Trends
by Wilson Sonsini Goodrich & Rosati
(click here)
E-Proxy Rules to Take Effect for All Public Companies on January 1, 2009
by Gibson, Dunn & Crutcher LLP
(click here)
RiskMetrics Releases its 2009 Policy Updates:
Promotion of Good Governance in the Economic Downturn
DolmatConnell
(click here)
Director and Officer Indemnification and Insurance in Turbulent Times
by Gibson, Dunn & Crutcher LLP
(click here)
NINTH CIRCUIT ISSUES SIGNIFICANT RULING REGARDING
SECURITIES FRAUD LAWSUITS
by Wilson Sonsini Goodrich & Rosati
(click here)
Dolmat/Connell Newsletter
Dec 2008
(click here)
RiskMetrics Group ISS Governance Services (ISS) Releases Policy Updates for 2009 Proxy Season and Related Developments
by Gibson, Dunn & Crutcher LLP
(click here)
The 2009 Proxy Season -
And The Year
Of Investor Anger
by Latham and Watkins
(click here)
"Whistleblower" Who Fails to Cooperate in Internal Investigation May Be Terminated, Labor Department Rules
by Gibson, Dunn & Crutcher LLP
(click here)
Court Rules Against Shareholder Proposal Seeking New Proxy Access Regime in Electronic Arts Case
by Gibson, Dunn & Crutcher LLP
(click here)
Division of Corporation Finance Addresses
the Shareholder Proposal Process
The U.S. Securities and Exchange Commission
(click here)
Revised U.S. Department of Justice Guidelines
for Prosecution of Business Organizations
by Seyfarth Attorneys
(Click here)
Crossfire at SVNACD Program Review
By
James McRitchie - Corporate Governance News
(Click here)
Private Company Financing Trends
by Wilson Sonsini Goodrich & Rosati
(click here)
Recent Developments Regarding Director Independence
by Gibson, Dunn & Crutcher LLP
(click here)
The “Insured v. Insured” Exclusion in
D&O Policies
by Latham and Watkins
(click here)
D&O Policies – Regulatory Exclusions
by Latham and Watkins
(click here)
Proposed Amendment to FASB Statement No. 5 Raises Significant Concerns
by Wilson Sonsini Goodrich & Rosati
(click here)
Delaware Bankruptcy Court Expounds on Directors' Duties in Financially Distressed Situations
by Gibson, Dunn & Crutcher LLP
(click here)
The New Trillionaires: Sovereign Wealth Funds
by Morrison and Foerster
(click here)
FASB Proposes Amendments to SFAS No. 5, Accounting for Contingencies, That Raise Serious Concerns
by Gibson, Dunn & Crutcher LLP
(click here)
Federal Court Allows Activist Stockholders to Vote Shares
by Wilson Sonsini Goodrich & Rosati
(click here)
PENDING LEGISLATION - DUTIES OF CORPORATE DIRECTORS
Business Law Section of the State Bar of California
(click here)
SEC Issues Release Proposing Adoption of New Interactive Data Format ("XBRL") for Financial Reporting
by Gibson, Dunn & Crutcher LLP
(Click Here)
Delaware Vice Chancellor Allows Retroactive Repeal of Director Advancement Rights
by O'Melveny & Myers LLP
(Click here)
D&O Diary
by Kevin LaCroix
(click here)
Corporate Officers' Duties In Flux
The National Law Journal
(Click Here)
Risk climbs to top of corporate to-do list
by Financial Week
(click here)
Sale of a Company
by Woodruff-Sawyer and Co
(Click Here)
Director Compensation in Turbulent Times
by Gibson, Dunn & Crutcher LLP
(click here)
Risk Metrics
by Center for Captial Markets
(click here)
GC's Get Optioned Out Of Backdating
by The Recorder
(click here)
Delaware Chancery Court Allows Activist Stockholder
to Nominate Director Candidates without Complying
with Advance-Notice Provision of Bylaws
by WSGR
(click here)
2008 Review of Developments in Delaware Law
by Prickett, Jones and Elliott, P.A.
(click here)
Delaware Chancery Court Issues a Trio of Opinions
by WSGR
(click here)
Corporate Croesus
by New York Times
(click here)
Treasury Releases its Blueprint for a
Modernized Financial Regulatory Structure
by Latham and Watkins
(click here)
Recession-Prep: Don't focus on cost cutting. Focus on growth.
by Rich Moran
(click here)
Subprime-Related Securities Litigation: Where Do We Go From Here?
By GIBSON, DUNN and CRUTCHER LLP
(click here)
Bear's board was busy elsewhere
By
Finance Week
(click here)
Proposed New Disclosure and Exemption
Requirements for Foreign Private Issuers
by O'Melveny & Myers' Publications
(click here)
Melvin Weiss Agrees to Guilty Plea
By
New York Tiimes
(click here)
The CEO and the Board
Is There an Elephant in the Room?
By
Richard A. Moran
(click here)
Supreme Court Expands Fiduciary Liability under ERISA
by WSGR
(click here)
2008 Proxy Season: New Developments and Reminders Regarding Executive Compensation Disclosures and Equity Plans
by Latham & Watkins
(click here)
OTHER PEOPLE’S MONEY
Douglas G. Baird & M. Todd Henderson
(click here)
High Court Rules to Restrict Suits in Securities- Fraud Cases
Wall Street Journal
(click here)
“Debunking the Myth of Runaway CEO Pay"
DolmatConnell & Partners
(click here)
“Some Thoughts for Boards of Directors in 2008"
By Martin Lipton
(click here)
“Questioning an Adviser’s Advice"
New York Times
(click here)
Boardroom Briefing:
Questions to Consider Before
Joining a Board
Priya Cherian Huskins
(click here)
10 Minutes on Mergers
PricewaterhouseCoopers
(click here)
SEC Adopts Two Proposals to Improve Regulation of
Smaller Businesses and to Reduce Paper Filings
Orrick
(click here)
“Sharper Claws For Recovering Executive Pay"
New York Times
(click here)
Delaware Chancery Court Orders Company to Produce Privileged Material and Attorney-Client Communications Relating to Internal Stock-Options Investigation
O'Melveny & Myers' Publications
(click here)
EXECUTIVE PAY:
CONFLICTS OF INTEREST AMONG
COMPENSATION CONSULTANTS
UNITED STATES HOUSE OF REPRESENTATIVES
(click here)
“Save the CEOs: no prison in options cases"
Mercury News
(click here)
“House Panel Finds Conflicts in Executive Pay Consulting"
New York Times
(click here)
SEC Adopts Final Rules on Proxy Access and Electronic Shareholder Forums
by Gibson, Dunn & Crutcher
(click here)
“Banks Gone Wild"
New York Times
(click here)
“Say on Pay” Shareholder Advisory Votes on Executive Compensation: The New Frontier of Corporate Governance Activism
by Latham & Watkins
(click here)
DATALINE 2007-22:
SEC VOTES TO ELIMINATE U.S. GAAP RECONCILIATION
REQUIREMENT FOR CERTAIN FOREIGN PRIVATE ISSUERS
by PricewaterhouseCoopers
(click here)
Debunking the Myth of
Runaway CEO Pay
by Dolmat Connell
(click here)
IRS Provides Transition Relief until December 31, 2008,
for Section 409A Compliance
by Wilson Sonsini Goodrich & Rosati
(click here)
A Practitioner’s Guide to Shareholder Access
Latham & Watkins LLP
(click here)
SEC Rule 10b5-1 and insider's strategic trade
Alan D. Jagolinzer
(click here)
10b5-1 Trading Plans: The next big blowup?
Priya Cherian Huskins
(click here)
No-Action Requests under the Shareholder Proposal Rule: A Dozen "Don'ts
O'Melveny & Myers' Publications
(click here)
Corporate Governance: European Directive on Shareholders’ Rights
Latham & Watkins
(click to view)
Advocate of Paying Chiefs Well Revises Thinking
New York Times
(click to view)
New Antifraud Rule
by Wilson Sonsini Goodrich & Rosati
(click to view)
Trenwick Am. Litig. Trust v. Ernst & Young, L.L.P
Court of Chancery's
(click to view)
Ethics and Lobby Reform
Gibson Dunn Update
(click to view)
Special Negotiations Committees
By Latham & Watkins
(click to view)
SEC Proposes Broad Reform Measures
Orrick Corporate Law Alert
(click to view)
California Private Company Equity Compensation Plan Rules Liberalized
By Wilson Sonsini Goodrich & Rosati
(click to view)
California Amends Blue Sky Laws Applicable to Stock Option and Share Purchase Plans
By Latham & Watkins
(click to view)
SEC Proposes Shareholder Access Alternatives, Approves PCAOB Auditing Standard No. 5 and Adopts a Definition of Significant Deficiency, and PCAOB Proposes Amendments to Auditor Independence Rules
By Gibson, Dunn & Crutcher LLP
(click to view)
Congress Passes Legislation to Strengthen
Review of Foreign Investments in the United States
By Latham & Watkins
(click to view)
Lawyer Pleads Guilty in Securities Case
By THE NEW YORK TIMES
(click to view)
Securities Litigation Alert
Tellabs, Inc. v. Makor Issues & Rights, Ltd.
O'Melveny & Myers LLP
(click to view)
Antitrust Alert
Credit Suisse Securities v. Billings
O'Melveny & Myers LLP
(click to view)
In re Vivendi Universal, S.A. Securities Litigation: The Long Arm of US Jurisdiction
Latham & Watkins
(click to view)
SEC Proposes Significant Relief for
Smaller Public Companies and
Improvements to Capital Formation Process
Wilson Sonsini Goodrich & Rosati
(click to view)
Accounting for Crime
Time Magazine
(click to view)
Boardroom Briefing
D&O Insurance
(click to download)
10b5-1 Trading Plans
The Next Stock Option Backdating Scandal
(click to download)
California Announces
Compliance Resolution Program
for Employers Participating in
the
IRS Program for Discounted Stock Options
(click to download)
Shareholders Pay the CEO's Tax Bill
Business Week
(click to download)
Marty Lipton on Shareholder Activism and the
"Eclipse of the Public Corporation"
(click to download)
