Category: Litigation

SEC Enforcement tries to fix more “broken windows”

by Cydney Posner On Friday, the SEC charged eight officers, directors and major shareholders for failing to update their Schedule 13D stock ownership reports to reflect material changes in connection with several going-private transactions. According to the press release, each person or entity charged “took steps to advance undisclosed plans […]

No surprises in direction of Delaware Bar’s Corporation Law Council proposals on forum selection and fee-shifting bylaws

by Cydney Posner The Delaware Bar’s Corporation Law Council is proposing amendments to the Delaware General Corporation Law that would address forum selection provisions, and, more significantly, the debate roiling the Delaware bar regarding the validity and advisability of fee-shifting charter and bylaw provisions. No real surprises in the directions […]

Will Congress revisit the conflict minerals rule?

by Cydney Posner According to a Bloomberg BNA report, a representative of the Chamber of Commerce, one of the plaintiffs in National Association of Manufacturers, Inc. v. SEC, the conflict minerals case currently pending in the DC Circuit, claims that the litigation “is sparking new interest by Congress in the requirements.” Don’t […]

In re Numoda Corporation Shareholders Litigation: Delaware court addresses the new Delaware ratification statutes

by Cydney Posner A recent Delaware opinion, In Re Numoda Corporation Shareholders Litigation, decided on January 30, 2015, appears to be the first opinion to resolve questions under the new Delaware statutes, Sections 204 and 205, which authorize ratification of defective corporate acts by the corporation and the Delaware courts, […]

House Republicans pressure SEC to end court battle over conflict minerals rule

by Cydney Posner According to this article from The Washington Post with Bloomberg, in February, House Financial Services Committee Chair Jeb Hensarling and three other House members (Scott Garrett of New Jersey, Bill Huizenga of Michigan, and Ed Royce of California) sent a letter to SEC Chair Mary Jo White urging […]

Study shows benefit of forum selection bylaws

by Cydney Posner A new study from Cornerstone Research demonstrates the benefit of adopting forum selection bylaws. The study reveals that, for the first time since 2008, the majority (60%) of M&A-related litigation was filed in only one jurisdiction, a reversal of the trend that prevailed from 2009 to 2013, when […]

Institutional investors speak out on proxy access and conflicting proposals

by Cydney Posner Earlier this month, the SEC’s Investor Advisory Committee devoted part of its agenda to the topic of proxy access and the much debated Rule 14a-8(i)(9), which permits companies to exclude shareholder proposals from their proxy statements if they directly conflict with management proposals for the same meeting.  […]