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Article
SEC Amendments To Rule 10b5-1 And Related Disclosure Requirements
The Securities and Exchange Commission recently approved amendments to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended ("Exchange Act").
United StatesCorporate/Commercial Law
Mayer Brown
Article
SEC Grants No-Action Relief To Whole Foods To Exclude Proxy Access Shareholder Proposal
On December 1, 2014, the staff of the Securities and Exchange Commission granted no-action relief to Whole Foods Market regarding its request to omit a shareholder proposal from its proxy materials pursuant to Rule 14a-8(i)(9) under the Securities Exchange Act of 1934
United StatesCorporate/Commercial Law

Ropes & Gray LLP

SEC Releases New C&DIs On Rule 10b5-1 Amendments

In connection to its adoption of amendments to Rule 10b5-1 in December 2022, the Securities and Exchange Commission (SEC) released three new compliance and disclosure interpretations (C&DIs)...

United StatesCorporate/Commercial Law

Herbert Smith Freehills Kramer LLP

The Best Defense Is A Good Defense: Robust Anticorruption Policy Scuttles Derivative Suit Against Dow Officers And Directors

On Jan. 11, 2010, the Delaware Chancery Court dismissed a shareholder derivative suit against Dow Chemical's current directors and officers styled In re the Dow Chemical Co. Derivative Litig., Consolidated Civil Action No. 4349-CC (see full opinion).

United StatesCorporate/Commercial Law

McGuireWoods LLP

The Business Judgment Rule: How Corporate Directors Can Sleep Better At Night

The North Carolina Business Corporation Act (the "Act") imposes certain requirements on corporate directors to ensure that they act in the best interest of the corporation when making decisions.

United StatesCorporate/Commercial Law

Ward and Smith, P.A

Nasdaq Announces Diversity Requirements

On December 1, 2020, Nasdaq introduced new listing rules aimed at increasing diversity among directors at companies listed on its exchange.

United StatesEmployment and HR

Kane, Russell, Coleman & Logan, P.C.

Wannabe Derivative Plaintiffs Of Delaware Corporations Cannot Skirt Delaware Law By Filing Suit In California

In a derivative case brought on behalf of a Delaware corporation, the derivative plaintiff is not entitled to discovery at the pleading stage concerning whether a demand was wrongfully refused or would have been futile.

United StatesFinance and Banking

OIG Releases New Expectations For Health Care Boards Of Directors

While recognizing there is no "one size fits all" approach, the guidance includes some practical tips to assist a Board with its efforts to oversee the compliance program.

United StatesFood, Drugs, Healthcare, Life Sciences

Using Your Best Judgment: Does The Business-Judgment Rule Protect Me From A Shareholder Oppression Claim?

Those in charge of running a business have countless decisions to make every day. Those decisions are generally protected under Michigan law by the so-called "business-judgment rule."

United StatesLitigation, Mediation & Arbitration

Rhoades McKee PC

Top 10 Practice Tips: Lock-up Agreements

In connection with securities offerings, the underwriters or placement agents generally negotiate a lock-up agreement with the issuer, as well as with the issuer's directors, officers ...

United StatesCorporate/Commercial Law

A Guide For Boards Evaluating Conflicted Transactions Under The Amended Delaware Law

In perhaps one of the most significant revisions to the Delaware General Corporation Law (DGCL), on March 25, 2025, the governor signed into law amendments overhauling much of the state's law relating...

United StatesCorporate/Commercial Law

Amendment To Delaware Law Permits Exculpation Of Officers In Corporate Charters

Delaware has long permitted corporations to limit or eliminate monetary liability of directors from breach of fiduciary duty of care lawsuits. However, the same protections have not been afforded to...

United StatesCorporate/Commercial Law

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Benefits Of The 2016 Arizona Business Entities Competitive Omnibus Act

Shareholders and directors are legally authorized to conduct meetings and other business electronically (including online by text, or "chat"). Proxies and shareholder agreements may now last as long as the parties agree.

United StatesCorporate/Commercial Law

Bills Promoting Board Diversity Advance In Congress

Earlier this month, the U.S. House Financial Services Committee passed, with overwhelming bi-partisan support, three bills to promote gender, racial and ethnic diversity on corporate boards.

United StatesCorporate/Commercial Law

Board Engagement In The Age Of Next Gen Manufacturing

Manufacturing is experiencing a renaissance.

United StatesCorporate/Commercial Law

Foley & Lardner LLP

Corporate Governance In Pre-IPO Companies

In a recent paper, "Scaling Up: the Implementation of Corporate Governance in Pre-IPO Companies," authors David F. Larcker and Brian Tayan review governance practices and how these evolve in the lead-up to an IPO.

United StatesCorporate/Commercial Law

Craven Community College Honors David Ward

On June 10, the CCC Board of Trustees unanimously voted to rename the Student Center the David L. Ward, Jr. Hall in recognition of its longest-serving advisor.

United StatesCorporate/Commercial Law

Ward and Smith, P.A

Delaware Court Of Chancery Invalidates Board's Application Of A Voting Limitation Pursuant To Company Charter

In the decision of Deann M. Totta, et al. v. CCSB Financial Corp., C.A. No. 2021-0173-KSJM (Del. Ch. May 31, 2022), the Court of Chancery held that the board of directors of Defendant, CCSB Financial Corp. ("CCSB").

United StatesCorporate/Commercial Law

Pierson Ferdinand LLP

Delaware Decision Breathes New Life Into Bad Faith Claims Against Directors: Practical Advice After Marchand V. Barnhill Allows Bad Faith Claim Based On Failure To Monitor Central Compliance Risks

In the recent case of Marchand v. Barnhill, the Delaware Supreme Court reversed the dismissal of a claim that the directors of Blue Bell Creameries USA, Inc.

United StatesCorporate/Commercial Law

Lessons Learned: Buying your First Business

Buying an existing business is exciting, but also stressful, especially when it is your first business. Each business is unique, and specific considerations for purchasing a specific business may

United StatesCorporate/Commercial Law

Ruberto, Israel & Weiner, P.C

Showing 861–880 of 3816 results

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