Corporate Governance Client Alerts

August 22, 2008
SEC Issues Interpretive Guidance Regarding Use of Company Web Sites

August 21, 2008
Stockholder Lawsuit Survives Directors' Summary Judgment Motion Despite Premium Price and "Typical" Deal Protection Devices
Chancery Court’s decision highlights the importance of establishing a record of director involvement in the sale process when confronted with obligation to discharge Revlon duties

July 16, 2008
Ninth Circuit Applies Misappropriation Theory of Insider Trading to "Corporate Outsider" Despite Absence of Fiduciary Relationship with the Issuer of the Securities
Misappropriation theory does not require a "continuous chain of fiduciary relationships" between the issuer of securities and an individual who trades on material inside information about that issuer

July 7, 2008
Delaware Court Clarifies -- and Limits -- Remedies Available for Disclosure Deficiencies in Proxy Materials
Also Awards Summary Judgment to Directors Accused of Breaching their Duty of Loyalty

July 3, 2008
Federal Court Rules That Limited Liability Company Interests May Constitute "Securities"
Court Conducts Factual Analysis Reality, Rather Than Establishing a "Bright-Line Rule", in Determining that "Economic Realities" Prevail Over Organizational Documents

June 19, 2008
Federal District Court Rules that Hedge Funds Have "Beneficial Ownership" of CSX Corporation Shares Underlying Equity Swaps
Court Finds that Funds Engaged in a "Plan or Scheme to Evade" the Reporting Requirements of Section 13(d) of the Exchange Act

June 10, 2008
Delaware Chancery Court Finds Breach of Duty of Disclosure in Connection with a Short-Form Merger
Orders Quasi-Appraisal Remedy

June 6, 2008
Federal Court Refuses to Dismiss Claims Brought by Target Company Shareholders Against Lender who Failed to Provide Merger Financing

June 5, 2008
Delaware Court Declines to Apply Netsmart Analysis to a Merger Negotiated with a Strategic Buyer

June 2, 2008
Delaware Chancery Court Looks to Documentation and Process in Determining that SLC Investigation of Derivative Action Was Not Conducted Reasonably and in Good Faith

June 2, 2008
Delaware Chancery Court Grants Dismassal of Fiduciary Duty Claims Raised Against Members of a Limited Liability Company
Also Rejects Claims Based on Breach of Contract and Breach of Implied Covenant of Good Faith and Fair Dealing

May 27, 2008
SEC Proposes Amendments to Its Cross-Border Transaction Exemptions and Offers New Interpretive Guidelines

April 29, 2008
Warrantholders' Fraud Claim Survives Motion to Dismiss
Company's Voluntary Disclosure of Information Creates Potential Liability for Information that was not Disclosed

April 23, 2008
Seventh Circuit Rules that Investment Bank not Liable in Connection with Fairness Opinion Delivered in a Corporate Transaction
Court Refuses to Impose Duties on Investment Bank Beyond the Specific Terms of its Engagement Letter

April 23, 2008
Delaware Court of Chancery Again Strictly Construes Advance Notice Bylaw to Permit "Untimely" Stockholder Proposal

April 23, 2008
Corporate Bylaws May Not Serve as Sufficient Protection for Directors Seeking Advancement of Litigation Expenses
Individually-Negotiated Contracts May Provide a Greater Measure of Protection

March 24, 2008
Recent Chancery Court Ruling Will Require Delaware Corporations to Re-Examine their Advance Notice Bylaws

March 14, 2008
Delaware Chancery Court Allows Board to "Just Say No" to a Takeover Proposal
Board's Action Examined Under the Business Judgment Rule

February 20, 2008
Foreign-Based Whistleblower's Sarbanes-Oxley Claim Against Her U.S. Employer -- Itself a Subsidiary of a Foreign Corporation  -- Survives Motion to Dismiss

February 11, 2008
Delaware Court Rules that Automatic Stay Provision of Chapter 11 Does Not Preclude Scheduling of Shareholder Meeting

February 6, 2008
Delaware Court Sets Aside Election of Directors and Orders New Shareholder Vote
Extraordinary Judicial Intervention Offers Practical Lessons for Proxy Contest Participants

February 6, 2008
Complaint Brought by Losing Bidder Against Seller for Alleged Breach of M&A Auction Procedures Survives Motion to Dismiss

January 25, 2008
Tortious Interference Claim Brought by One M&A Auction Participant Against a Competing Bidder for Failure to Abide by Auction Procedures Survives a Motion to Dismiss

January 8, 2008
SEC Amends Rules 144 & 145 to Substantially Reduce the Restrictions on Sales of Securities by Both Affiliates and Non-Affiliates

December 13, 2007
SEC Amends Proxy Rules to Permit Exclusion of Shareholder Proposals Seeking Access to Company Proxy Materials for Director Nominations

November 30, 2007
Reminder Regarding Eligibility for Direct Registration System

November 16, 2007
SEC Approves FINRA's New Rule Regulating Fairness Opinions

September 17, 2007
SEC Issues Releases Relating to Internal Control Under Section 404 of the
Sarbanes-Oxley Act

September 14, 2007
Delaware Court Permits a Target Company to Postpone Merger Vote and Fix New Record Date for Stockholders' Meeting

September 10, 2007
Topps & Lear: Delaware Chancery Court Continues Recent Trend of Delaying Stockholders' Meetings Due To Inadequate Proxy Disclosures

September 5, 2007
SEC Adopts New Rules Requiring Issuers to Post Proxy Materials on Internet Web Sites

June 26, 2007
NASD Proposes Further Revisions to Its Proposed Rule Regulating Fairness Opinions

June 26, 2007
Delaware Chancery Court Once Again Takes on Stock Option "Backdating" and "Spring-Loading"

May 25, 2007
Delaware Supreme Court Rules Directors of a Corporation in the Zone of Insolvency Owe No Fiduciary Duties to Creditors

April 10, 2007
Netsmart: Delaware Court Again Addresses Several Important M&A Issues While Criticizing Company's Auction Process

March 16, 2007
Caremark: Delaware Court Addresses Several Important M&A Issues, from Appraisal Rights to Contractual Deal Protections

February 28, 2007
Delaware Courts Require Stockholders' Meetings Despite Potential Violations of SEC Proxy Rules

February 28, 2007
Delaware Chancery Court Takes on Stock Option "Backdating" and "Spring-Loading"

February 14, 2007
SEC Adopts New Rules Permitting Web Posting of Proxy Materials

February 8, 2007
SEC Declines to Provide Guidance on Shareholder Proxy Access Proposals Prior to 2007 Proxy Season

January 23, 2007
Venezuela's Nationalization Plan

October 31, 2006
NYSE Proposes to Abolish Discretionary Broker Voting in Elections of Directors

September 13, 2006
Impact of Recent Amendments to NYSE's Listed Company Manual on Foreign Private Issues

September 13, 2006
Update: SEC Adopts Amendments to Form 8-K Disclosure Requirements Relating to Executive Officer and Director Compensation

September 13, 2006
Update: SEC Publishes Final Executive Compensation Disclosure Rules

August 2, 2006
Update: SEC Approves Final Executive Compensation Disclosure Rules

July 28, 2006
SEC to Issue Additional Guidance for Management's Internal Control Reporting Under Section 404 of the Sarbanes-Oxley Act

July 18, 2006
Delaware Chancery Court Declines to Rule on Mandatory Stockholder Bylaw Proposal Seeking to Limit a Board's Ability to Adopt a Stockholder Rights Plan

July 17, 2006
Delaware Legislature Adopts Amendments to Facilitate Majority Voting For Director Elections

July 12, 2006
Delaware Supreme Court Affirms Disney and Clarifies Director Duty of Good Faith

February 22, 2006
NASD Issues Revised Fairness Opinion Proposal

February 22, 2006
Recent Developments Involving Majority Voting in Director Elections

February 22, 2006
NYSE Proposes Amendments to Disclosure Requirements Relating to Independent Directors

January 27, 2006
SEC Proposes Sweeping Amendments to Compensation, Related Party and Corporate Governance Disclosure Requirements in Proxy Statements

January 27, 2006
SEC Proposes Amendments to Form 8-K Disclosure Requirements Relating to Executive Officer and Director Compensation

December 23, 2005
SEC Proposes Amendments to Tender Offer “Best-Price Rule” in Order to Resolve Split Among The Federal Circuit Courts

September 29, 2005
Proposed Regulations on Deferred Compensation Actions to be taken by Year-End

August 03, 2005
SEC Clarifies the Scope of Certain Exemptions from Short-Swing Profit Recovery Under Section 16(b)