Proposals to “Reform” the Section 13D Rules: Getting it Precisely Backwards

The current proposals to accelerate the timing of beneficial ownership disclosure under Section 13(d) of the 1934 Securities Exchange Act and to broaden the definition of beneficial ownership to include derivative positions that provide economic exposure to stock price movement …

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Editor's Tweet: Profs. Gilson and Gordon on Proposals to “Reform” the Section 13D Rules: Getting it Precisely Backwards

Sullivan & Cromwell discusses SIGA Technologies, Inc. v. Pharmathene, Inc.

In an opinion issued on May 24, 2013,[1] the Delaware Supreme Court reaffirmed that an express contractual obligation to negotiate an agreement in good faith is enforceable and held that expectation damages[2] are available for breach of that obligation if

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Editor's Tweet: Delaware Reaffirms Express Obligation to Negotiate Agreement in Good Faith Is Enforceable and Holds Expectation Damages Are Available

Pepper Hamilton on Round Two of Shareholder Say-on-Pay Litigation

The third proxy season of the Dodd-Frank Act’s mandatory shareholder “say-on-pay” advisory votes is well underway, and “round two” of shareholder say-on-pay litigation is in full swing. Unlike the first round of say-on-pay lawsuits, which were based on negative advisory …

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Editor's Tweet: Pepper Hamilton on Round Two of Shareholder Say-on-Pay Litigation http://wp.me/p2Xx5U-17R

Religion, Inc., A Reply to Bainbridge

Nationwide, legal battles rage over the ability of secular, for-profit corporations to raise religious freedom objections to government regulation.   At the center of the controversy lies the Affordable Care Act’s requirement that employer-based insurance cover contraception.  It might be tempting …

Federal Court Holds That E-Mail Received By Employee From Lawyer on His Work E-Mail System Is Not Privileged

In a recent decision, Judge Roslynn Mauskopf, United States District Judge for the Eastern District of New York, denied defendant Christopher Finazzo’s motion in limine to preclude the government from introducing an allegedly privi- leged e-mail that Finazzo’s personal attorney

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Editor's Tweet: Federal Court Holds That E-Mail Received By Employee From Lawyer on His Work E-Mail System Is Not Privileged http://wp.me/p2Xx5U-18U

Davis Polk discusses OCC’s Lending Limits Final Rule on Credit Exposure from Derivatives and Securities Financing Transaction

The OCC has issued a final rule specifying the methods for calculating credit exposure arising from derivatives and securities financing transactions for purposes of the federal lending limits that apply to national banks, federal and state branches and agencies of …

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Editor's Tweet: Davis Polk discusses OCC’s Lending Limits Final Rule on Credit Exposure from Derivatives and Securities Financing Transaction