Searching Content indexed under Shareholders by Foley & Lardner ordered by Published Date Descending.
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Compensation Clawbacks: Not Just For Public Companies?
In recent years, compensation clawbacks have made headlines, as a number of high-profile corporate scandals have prompted companies ...
United States
8 Oct 2019
Responding To Books And Records Demands In An Increasingly Digital World - 3 Key Tips
Stockholder "books and records" requests have become increasingly prevalent in the past decade. These requests can be a used as tools by activist investors to gather information
United States
9 Aug 2019
Mexican Legal Hot Topics
With the new administration of President Andrés Manuel Lopez Obrador, Mexico is currently facing numerous political and economic changes.
5 Aug 2019
Buy-Side Directors Face Risk In Conflict Deals
The M&A community understands that corporate directors deciding to sell a company face significant risk of stockholder litigation and enhanced judicial scrutiny.
United States
8 Oct 2018
SEC Issues New Guidance On Shareholder Proposals
On November 1, 2017, the Division of Corporation Finance of the U.S. Securities and Exchange Commission (SEC) released Staff Legal Bulletin No. 14I (SLB 14I), which provides important guidance ...
United States
10 Nov 2017
"Horizontal Shareholding:" Is Oligopoly Pricing A Symptom Or The Disease?
In 2008, the U.S. Department of Justice's Antitrust Division ("DOJ") let Delta Air Lines merge with Northwest Airlines.
United States
6 Apr 2017
Seventh Circuit Applies Strong Business Judgment Rule To Reject Assertion Of Demand Futility
In a recent decision in a diversity case, the Seventh Circuit deferred to a state legislature's "strongly pro-management version of the business judgment rule," rejecting a derivative claim filed by shareholders...
United States
15 Mar 2016
Shareholder Suit Challenging Groundbreaking Minimum-Support-To-Sue Bylaw Dismissed
In what is believed to be the first case nationwide seeking to strike down a groundbreaking corporate bylaw aimed at combatting frivolous shareholder class actions, Emergent Capital, Inc., has secured the dismissal...
United States
20 Oct 2015
Considering Selling Your Company? Tip #2: Stage Your Company
Nearly every founder or executive considers selling their company at one point or another.
United States
27 Sep 2015
Preparing A Company To Deal With Activist Investors (Video Content)
Shareholder activism has the potential to affect any publicly traded manufacturer's business approach.
United States
29 Jul 2015
Should Your Startup Become A Public Benefit Corporation?
Public benefit corporations are similar to traditional corporations, but they allow for an expanded corporate purpose where the corporation (and its directors) may balance financial and non-financial interests when making decisions.
United States
28 Jul 2015
SEC Proposes Rules On Mandatory Pay For Performance Disclosure
The proposed rules would not mandate that the description use any specific format, but the proposing release suggests that it could be presented in narrative, a graphic, or a combination of the two.
United States
6 May 2015
Why Every Day Is Proxy Season For Public Companies (Video Content)
Historically, the proxy season for public companies ran from January through the spring, but it now has become a year-round concern.
United States
17 Dec 2014
Do You Need A Pre-Nup … For Your Co-Founders?
When you pop the question, "Will you co-found with me?", you are probably not already thinking about separation.
United States
14 Jul 2014
When Do Your Investors Have Interests That May Conflict With Yours?
Good investors give you money. Great investors provide you with money, resources, networking, and experience.
United States
8 Jul 2014
Third Point LLC v. Ruprecht; Two-Tiered Poison Pill Withstands Judicial Review
The Delaware Chancery Court denied a preliminary injunction challenging Sotheby's stockholder rights plan, or so-called "poison pill".
United States
14 May 2014
Regulatory: Director Liability For Proxy Statement Disclosure - Recent Lawsuits Highlight Directors’ Duty To Properly Inform Shareholders
Shareholders have brought a number of recent lawsuits against companies alleging, among other things, that the proxy statements used to solicit their votes were false or misleading.
United States
15 Aug 2012
Regulatory: Lessons Companies Can Learn From Proxy Access Proposals
The 2012 proxy season evidences the fact that many retail and institutional shareholders continue to be actively involved in looking out for what they perceive to be the best interests of companies in which they have invested their capital.
United States
2 Aug 2012
Regulatory: The JOBS Act And Materiality Determination In Private Placements
Companies should take extra precautions to ensure that potential investors have all relevant information.
United States
20 Jun 2012
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