Searching Content indexed under Shareholders by McDermott Will & Emery ordered by Published Date Descending.
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Rewarding Long-Term Shareholders: European And US Loyalty Share Programmes
Loyalty share programmes, or programmes that encourage shareholders to hold their shares for longer periods of time, have been gaining traction in Europe, but for a number of reasons...
18 Sep 2017
District Court Dismisses Shareholder Claim That Equity Award Share Withholding Triggers Section 16(b) Liability
While an encouraging development, this decision is now on appeal to the US Court of Appeals for the Fifth Circuit and there are similar unresolved complaints in other jurisdictions.
United States
22 Jun 2017
Overview Of The Proposed Reforms Of The EU Merger Control Regime - April 18, 2017
The process started in 2014 when the Commission adopted a White Paper titled "Towards More Effective EU Merger Control" (the White Paper)
European Union
25 Apr 2017
A Critical Assessment Of The Reporting And Disclosure Rules Applicable To Executive Compensation
On November 9, 2016 Andrew Liazos presented at the New York City Bar. He discussed innovative approaches used by public companies during the 2016 proxy season for disclosing executive compensation practices.
United States
30 Dec 2016
Overview Of The Proposed Reforms Of The EU Merger Control Regime
The European Commission launched a public consultation to continue the process of identifying possible areas of the EU Merger Regulation suitable for refinement, improvement and simplification.
European Union
12 Dec 2016
New Judicial Evaluation Of "Caremark" Standard
A new Delaware Chancery Court decision provides additional clarity on the burdens associated with substantiating a claim of breach of fiduciary duty for compliance program oversight (the so-called "Caremark" duty).
United States
11 Oct 2016
Scott Singer Informs On The Effect Of Loans To Financially Troubled Subsidiary In A Debt-Equity Analysis
One often overlooked debt-equity issue is presented by continuing transfers to a subsidiary that is reasonably creditworthy at the inception but subsequently encounters difficulties, in spite of which (or maybe because of which) and continues to receive advances from the common parent or one of its finance subsidiaries.
United States
1 Sep 2016
12 Aug 2016
View From McDermott: Fifth Circuit Focuses On Process In ESOP Valuations
Though the Supreme Court's 2014 unanimous ruling in Fifth Third Bank v. Dudenhoeffer announced the ERISA standards for stock valuation in the context of a large public ESOP, the vast majority of ESOPs are still grappling with valuation issues.
United States
2 Aug 2016
Compensation And Proxy Litigation And The Latest Delaware Cases
The 2016 proxy season continues to illustrate that compensation issues remain at the forefront, especially where companies have activist investors.
United States
1 Jul 2016
Corporate Law & Governance Update - June 2016
An important fiduciary obligation of the board is to protect the reputation of the organization, as a significant enterprise asset.
United States
8 Jun 2016
McDermott's Public Company & Capital Markets Quarterly: New Rules Impacting Disclosure, Governance And Capital Raising Efforts
During the first quarter of 2016, the Securities and Exchange Commission (SEC) and U.S. stock exchanges issued proposed and final rules that will likely impact disclosure and capital raising efforts.
United States
20 Apr 2016
ISS Defines Acceptable Parameters For Proxy Access Provisions
Institutional Shareholder Services Inc. (ISS) recently issued, in the form of Frequently Asked Questions, a further update to its 2016 proxy voting guidelines...
United States
6 Jan 2016
Treasury And IRS Issue New Temporary Treasury Regulations
Section 956 provides for the accelerated taxation of a controlled foreign corporation's (CFC) earnings when the earnings are invested in certain "U.S. property."
United States
22 Sep 2015
Recent Case Law Suggests Corporations Should Implement Limits On Director Equity Awards
Recent case law suggests that corporations should consider implementing limits on director equity awards similar to those implemented for executives.
United States
14 Sep 2015
Don't Be Caught Dead Handed: Avoiding Legal Challenges To Dead Hand Proxy Puts In Loan Agreements
A number of public companies have become the target of shareholder books and records inspection demands and litigation related to certain "change of control" provisions in their loan agreements.
United States
13 Aug 2015
Achieving Tax-Free ‘Rollover' Treatment for Certain Shareholders in Acquisition of Publicly Traded Target Company
A common issue that arises when structuring a corporate acquisition of a public company is that a tax-sensitive shareholder of the target corporation (T) requires tax-free treatment while the remaining shareholders do not.
United States
24 Jun 2015
View From McDermott: SEC Proposes New Pay Versus Performance Disclosure Rules
On April 29, 2015, the Securities and Exchange Commission (SEC), by a three-to-two vote, proposed new rules that would prescribe new mandatory pay-versus-performance disclosure.
United States
24 Jun 2015
Direct Investing: Considerations When Serving As A Family-Designated Director
A family office or family investment fund making a direct investment in a company often gets the ability to designate one or more directors to the company's board of directors.
United States
29 May 2015
SEC Proposed Hedging Transaction Disclosure Rules
Much attention has been given to recent U.S. Securities and Exchange Commission (SEC) proposed rulemaking under the Dodd-Frank Wall Street Reform and Consumer Protection Act...
United States
6 May 2015
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