Third Circuit hears oral argument in Trinity Wall Street v. Wal-Mart Stores

by Cydney Posner Last week, the 3rd Circuit heard oral argument in the appeal of Trinity Wall Street v. Wal-Mart Stores, Inc., a decision by a federal district court in Delaware that had enjoined Wal-Mart from relying on the “ordinary business operations” exclusion, Rule 14a-8(i)(7), to exclude Trinity’s shareholder proposal from […]

Corporation Section of Delaware bar approves amendments re fee shifting and forum selection, substantially as proposed, and some other stuff

by Cydney Posner The Corporation Law Section of the Delaware Bar has approved, substantially as proposed, the amendments to the Delaware General Corporation Law  proposed by the Delaware Bar’s Corporation Law Council regarding fee-shifting and forum selection provisions in Delaware governing documents. (See this post.) Accordingly, it is anticipated that […]

Is there a gaping hole in the proposed Delaware legislation on fee-shifting bylaws?

by Cydney Posner Leave it to a distinguished law professor to actually read the text of proposed legislation and locate the gaping hole in it. In this post, “Delaware Throws a Curveball,” Professor John Coffee analyzes the proposed Delaware legislation on fee-shifting bylaws and finds it wanting.

Companies breathe sigh of relief — FASB to propose deferral of effective date of new revenue recognition standard

by Cydney Posner According to FASB’s “Tentative Board Decisions,” the FASB board decided yesterday to defer the effective date of the new revenue recognition standard by one year. As a result, public companies will need to apply the new revenue standard for annual reporting periods beginning after December 15, 2017 (i.e., […]

SEC brings enforcement action for use of confidentiality agreements that impede whistleblowers

by Cydney Posner Well, the folks in the SEC’s whistleblower office were looking for a case to bring and it looks like they found one.  As indicated in this press release, today, the SEC announced that it had brought “its first enforcement action against a company for using improperly restrictive […]

Activists seek to exclude abstentions from the voting standard for shareholder proposals

by Cydney Posner The WSJ is reporting on a move by some shareholder activists to change the way votes are counted.   One shareholder activist group has studied the voting results for shareholder proposals over the period from 2004 to 2014, identifying 63 cases in which the “yes” votes outnumbered […]

What have the conflict minerals rules cost the SEC?

by Cydney Posner Sure, companies have spent millions and millions on conflict minerals compliance. But what have the conflict minerals rules cost the SEC? According to Reuters, reporting on a response by SEC Chair Mary Jo White to a request by a group of Republican House members, the SEC “has […]