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

Delaware Chancery Court Issues Rulings On Preliminary Injunctions Regarding Materiality Of Disclosures In Proxy Statements
The Delaware Chancery Court recently decided two different motions for preliminary injunctions, with vastly different results. In both cases, the issue was whether disclosures in the respective proxy statements were sufficient to enable stockholders to…
Second Circuit Rejects "Collective Scienter" Theory For Pleading A Securities Fraud Claim Against A Corporation
In Teamsters Local 445 Freight Division Pension Fund v. Dynex Capital Inc., 2008 WL 2521676 (2d Cir. June 26, 2008), the United States Court of Appeals for the Second Circuit held that in order to…
Sheppard Mullin Corporate Practice
http://www.sheppardmullin.com/practices-24.html
Harvard Law School Corporate Governance Blog
http://blogs.law.harvard.edu/corpgov/
Reminder: Act Now! 409A Transition Relief Set to Expire December 31, 2008
IRS Notice 2007-86 extended the deadline for employers to bring documents into compliance with the final regulations of Section 409A of the Internal Revenue Code (the "Code") until December 31, 2008. With less than six…
"Go-Shop" Provisions in M&A Transactions
Increasingly in recent years, purchase agreements are being negotiated to add a go-shop provision, permitting a target's board not only to consider unsolicited offers but also to actively solicit bids for the target for a…
Ninth Circuit Allows SEC To Proceed Against Director For Insider Trading Even Where Director Owed No Fiduciary Duty To Company Whose Stock He Traded
In SEC v. Talbot, 2008 WL 2574513 (9th Cir. June 30, 2008), the United States Court of Appeals for the Ninth Circuit held that a board member could be liable for insider trading under the…
Delaware Chancery Court Holds That Advance Notice Provisions Must Clearly And Unambiguously Separate Nomination And Election Of Directors To Be Effective
In Levitt Corp. v. Office Depot, Inc., 2008 WL 1724244 (Del. Ch. Apr. 18, 2008), the Delaware Chancery Court held that a company’s advance notice provision did not preclude a dissident shareholder from nominating its…
Delaware Chancery Court Holds That IAC Spin-Offs Can Proceed Without Liberty's Consent
In In re IAC/Interactive Corp., 2008 WL 2462767 (Del. Ch. Mar. 22, 2008), the Delaware Chancery Court held that management could spin the company into multiple parts without obtaining the approval of the majority shareholder.…
Delaware Chancery Court Holds That Advance Notice Bylaws Must Clearly State That They Apply To Self-Funded Proxy Solicitations
In JANA Master Fund v. CNET Networks, Inc., 2008 WL 660556 (Del. Ch. Mar. 13, 2008), aff’d, 2008 WL 2031337 (Del. May 13, 2008), the Delaware Chancery Court held that CNET’s advance notice bylaw did…