Sky Blog
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). …
The Pershing Square-Valeant hostile bid for Allergan has captured the imagination. Other companies are wondering whether they too will wake up one morning to find a raider-activist tag-team wielding a stealth block of their stock. Serial acquirers are asking whether …
The Single Resolution Mechanism (SRM) just enacted by the European Parliament will fail in its essential mission of managing the failure of a systemically important bank in a way that overcomes the fatal link between sovereigns and their banks. The …
The following post comes to us from Elizabeth Pollman, Associate Professor, Loyola Law School, Los Angeles, and is based on her forthcoming article in the Minnesota Law Review entitled “A Corporate Right to Privacy.” The full paper is available here…
In March 2014, the Financial Industry Regulatory Authority (FINRA) fined a broker-dealer $950,000 for supervisory deficiencies related to its failure to adequately supervise the sale of “alternative investments.” These investments include a laundry list of products that have been at …
The following comes to us from Paul C. Hilal, a Partner at Pershing Square Capital Management, a New York City-based hedge fund founded in 2004.
Is shareholder activism good for the world?
A simple question, and yet it’s the subject …
Our Blog’s most recent Marketplace for Ideas series has considered whether the SEC should tighten its rules under the Williams Act, which now require that investors must disclose purchases of a 5% or greater stake in public companies within ten …
The following remarks were delivered by Commissioner Daniel M. Gallagher of the U.S. Securities and Exchange Commission in New Orleans, Louisiana, at the 26th Annual Corporate Law Institute at Tulane University Law School on March 27, 2014. A copy of …
On March 14, 2014, the Delaware Supreme Court upheld the Court of Chancery’s 2013 decision in In re MFW Shareholders Litigation , holding that in going-private mergers where there is a controlling stockholder, the use of both a truly independent …
This year’s “SEC Speaks” conference in Washington, D.C., was most notable for an obvious shift in the SEC’s enforcement priorities. Several significant issues and efforts that had been the subject of extensive discussion last year – including financial crisis and …
The following post comes to us from Albert Choi, Professor of Law, University of Virginia School of Law, and is based on his recent paper, “Relational Sanctions against Non-Profit Organizations: Why a Selfish Entrepreneur would Organize a Non-Profit Enterprise.” The …
The following post comes to us from Lynn A. Stout, Distinguished Professor of Corporate and Business Law, Clarke Business Law Institute, Cornell Law School and is based on her recent paper, “Killing Conscience: The Unintended Behavioral Consequences of ‘Pay For …
In a recent paper, Professors Lucian Bebchuk and Robert Jackson have extended Professor Bebchuk’s extreme and eccentric campaign against director-centric governance into a new realm—that of the Constitution of the United States. They claim that “serious questions” exist about …
On February 25, the Supreme Court unanimously decided Walden v. Fiore, a case with significant implications for Delaware’s officer and director consent statute, § 3114. I recently argued that § 3114 is unconstitutional, especially in light of the Court’s …
The following post comes to us from Charles Korsmo, Assistant Professor of Law, Case Western University School of Law and is based on his recent article, “Venture Capital and Preferred Stock,” 78 Brook. L. Rev. 1163 (2013). The full paper …