Sky Blog
The following post comes to us from Henry T. C. Hu, Professor at the University of Texas School of Law. It is based on his recent paper, “Disclosure Universes and Modes of Information: Banks, Innovation, and Divergent Regulatory Quests,” which …
The following post comes to us from Claudia H. Allen, Partner and Co-Chair of the Corporate Governance Practice at Katten Muchin Rosenman LLP. It is based on her recent paper entitled “Bylaws Mandating Arbitration of Stockholder Disputes?,” which is forthcoming …
The following post comes to us from Michael W. Peregrine, Partner at McDermott Will & Emery, Andrew C. Liazos, head of McDermott’s executive compensation practice, and Timothy J. Cotter, Managing Director at Sullivan, Cotter, and Associates, Inc.
Governing boards should …
Within weeks of the Delaware Supreme Court’s ATP Tour, Inc. v. Deutscher Tennis Bund decision[1] upholding the facial validity of a bylaw provision adopted by a non-stock corporation shifting attorneys’ fees and expenses to unsuccessful plaintiffs in intra-corporate litigation, the …
The following post comes to us from Miriam H. Baer, Associate Professor at Brooklyn Law School. It is based on her recent paper entitled “Confronting the Two Faces of Corporate Fraud,” which is forthcoming in the Florida Law Review and …
The following post comes to us from Michael D. Guttentag, Professor of Law at Loyola Law School in Los Angeles. It is based on his recent paper, “A New Light on Public Company Spending Disclosure,” which is forthcoming in The …
The following post comes to us from Renee M. Jones, Professor at Boston College Law School. It is based on her recent paper entitled “Unfit for Duty: The Officer and Director Bar as a Remedy for Fraud,” which is forthcoming …
In a recent decision, Chen v. Howard-Anderson, the Delaware Chancery Court once again questioned the reasonableness of how a board conducted the sale of a company when it permitted stockholder claims to go to trial. The decision provides yet …
The following post comes to us from Dana Remus, Associate Professor of Law at the University of North Carolina School of Law, and Adam S. Zimmerman, Associate Professor of Law at Loyola Law School in Los Angeles. It is based …
The following post comes to us from James F. Reda, Managing Director, Kimberly A. Glass, Principal, and David M. Schmidt, Senior Consultant, all in the HR & Compensation Consulting Practice at Arthur J. Gallagher & Co. It is based on …
The need for risk and compliance officers is skyrocketing as lenders and financial market participants remain under strict scrutiny in the wake of the 2008 financial crisis. J. P. Morgan Chase & Co. recently announced plans to add 13,000 officers …
Two recent developments have changed the playing field of corporate governance: (1) the Delaware Chancery Court’s ruling this month on the use of a two-tier poison pill in the Sotheby’s case (and Sotheby’s quick and conciliatory settlement two days later, …
A recent decision of the Supreme Court of Delaware may give Delaware corporations an important tool to discourage meritless shareholder litigation. In ATP Tour, Inc. v. Deutscher Tennis Bund, No. 534, 2013 (Del. May 8, 2014) (“Op.”), the Court …
The best part of a Delaware Chancery Court opinion is the first 30 or so pages. In most important cases, the opinion typically starts by telling a story – a detailed account of the people who figure in the dispute, …
The following post comes to us from Wendy Gerwick Couture, Associate Professor at the University of Idaho College of Law. It is based on her recent paper entitled “Materiality and a Theory of Legal Circularity,” which is forthcoming in the …
In a decision on March 7, 2014, the Delaware Court of Chancery found RBC Capital Markets, LLC liable for aiding and abetting breaches of fiduciary duty by the Board of Directors of Rural/Metro Corporation in connection with the sale of …
The following post comes to us from James F. Reda, Managing Director, Executive Compensation & HR Consulting, Arthur J. Gallagher & Co., and is based on his recent paper, “Internal vs. External Candidates for CEO Succession,” which is co-authored by …
On April 17, the Corporation Law Section of the Delaware State Bar Association proposed amending the Delaware General Corporation Law, 8 Del. C. §§ 1-101, et seq. (the DGCL). If the proposed legislation is enacted, the amendments would make several …
On April 8, 2014, the Securities and Exchange Commission (“SEC”) charged CVS Caremark Corp. (“CVS”) with violating the federal securities laws by failing to accurately disclose significant financial setbacks and overstating its financial performance through improper accounting.[1] CVS, which has …
The following post comes to us from Tom C.W. Lin, Associate Professor of Law at Temple University Beasley School of Law, and is based on his recent article entitled “CEOs and Presidents,” 47 UC Davis Law Review 1351 (2014). …