Corporate & Securities Law
This blawg has up-to-date information on corporate and securities law.
Author: Sheppard Mullin is an 480-attorney law firm with offices in California, New York, Shanghai and Washington, D.C. It also writes Antitrust Law, Bankruptcy and Restructuring, ESOP Law, Fashion and Apparel Law, FCC Law, AdBriefs, Intellectual Property Law, Labor and Employment Law and Real Estate and Construction Law.
Blawg Related Categories: Corporate Law • Corporate Compliance • Mergers & Acquisitions • Securities Law • States • California • Law Firm
Recent Posts from Corporate & Securities Law
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THIRD CIRCUIT APPLIES TELLABS TO REJECT MOTIVE AND OPPORTUNITY TEST IN FAVOR OF A "HOLISTIC APPROACH" TO PLEADING SCIENTER IN SECURITIES FRAUD ACTIONS
In Institutional Investors Group v. Avaya, Inc., 2009 U.S. App. LEXIS 9110 (3d Cir. April 30, 2009), a panel of the United States Court of Appeals for the Third Circuit applied the United States Supreme…
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New TARP Executive Compensation Guidance and a Call for Further Reform in Executive Compensation Practices
June 10,2009 marked an extraordinary day of announcements affecting executive compensation for both recipients of financial assistance from the Troubled Asset Relief Program (“TARP”) and other publicly held companies, including: The U.S. Department of the…
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City of Los Angeles Tax Penalty Amnesty Program
The City of Los Angeles Office of Finance recently implemented a Tax Penalty Amnesty Program (the "Program") that allows businesses that have not registered with the Office of Finance, or that have unpaid taxes or…
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Delaware Court Confirms LLC Managers And Members Owe Fiduciary Duties And Duties Of Good Faith And Fair Dealing
A recent Delaware Court opinion, Bay Center Apartments Owner, LLC v. Emery Bay PKI, LLC, Case No. 3658-VCS (Del. Ch. Apr. 20, 2008), provides important guidance regarding whether and to what extent managers and members…
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Modifications of home loans under government program will not adversely affect REMICs
The IRS recently issued "safe harbor" guidance that home loans modified under the Home Affordable Modification Program (HAMP) will not adversely affect real estate mortgage investment conduits (REMICs). Without this guidance, payments from the US…
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Delaware Supreme Court Reverses Chancery Court's Lyondell Decision, Provides Guidance Regarding Application of Revlon Doctrine
On Wednesday, March 25, 2009, the Delaware Supreme Court issued an opinion reversing the Chancery Court's decision in Ryan v. Lyondell Chemical Co., 2008 WL 2923427 (Del. Ch. July 29, 2008). We posted about the…
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Notice about Section 338(h)(10) Elections and State Conformity
An election under section 338(h)(10) of the Internal Revenue Code is often used to characterize the sale of stock of an S corporation as a deemed sale of all of the corporation's assets. A proper…
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HIPAA Statutory Changes Require Action Now by Providers, Plans and Their Business Associates
Sweeping changes to the obligations of providers, health plans and their service providers ("business associates") under HIPAA privacy and security rules were included in the American Recovery and Reinvestment Act of 2009. Previously only health…
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Ninth Circuit Affirms Dismissal of Securities Fraud Complaint Where Alleged Misrepresentations and Omissions in Tender Offer Documents Were Immaterial
In Rubke v. Capitol Bancorp Ltd., 2009 WL 69278 (9th Cir. Jan. 13, 2009), the United States Court of Appeals for the Ninth Circuit affirmed the dismissal of a class action complaint alleging violations of…
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The COBRA premium subsidy under the American Recovery and Reinvestment Act of 2009 - What Employers and Plan Administrators need to know.
The American Recovery and Reinvestment Act of 2009 ("ARRA"), which President Obama signed into law on February 17, 2009, created a federal subsidy of the premiums payable by certain terminated employees for continuation coverage provided…