Second Circuit Declines To Adopt “Extreme Departure” Standard For Materiality of Omissions In Public Filings, SEC Allows All Companies’ Draft Registration Statements To Be Reviewed Privately, and Fourth Circuit Holds That EPA May Not Be Required To Report Regulatory Impact On Coal Sector Employment

by Jeanne R. Solomon and Timothy Piscatelli

This week’s corporate law news roundup includes discussions of the Second Circuit’s decision declining to adopt the “extreme departure” standard for materiality of omissions in public filings, the SEC’s expanding private review of draft registration statements to all companies under the JOBS Act, and the Fourth Circuit’s ruling that the Environmental Protection Agency has no specific duty to report the regulatory impact on coal sector employment.

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Fidelity Releases New Proxy Voting Guidelines In Support of Climate Change Proposals, and U.S. Supreme Court Restricts Securities Violations Liability To Three Years and Resolves Dodd-Frank Whistleblower Circuit Court Split

by Jeanne R. Solomon and Timothy Piscatelli

 

This week’s corporate law news roundup includes discussions of Fidelity’s new proxy voting guidelines supporting climate change proposals and the U.S. Supreme Court’s decisions restricting securities violations liability to three years and resolving a circuit court split as to the Dodd-Frank whistleblower rules.

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Sharp focus on short marriage and sharing

The length of the marriage matters. That is the message from the Court of Appeal in Sharp. Prior to this decision, the general approach was that assets accumulated during the marriage should be shared equally between the parties, unless there is a good reason not to. The length of the marriage was not considered to be a good reason, due to Lord Nicholls remarks in the House of Lords’ decision in Miller/McFarlane: ‘A short marriage is no less a partnership of equals than a long marriage.’ Continue reading

FTC Sues To Enjoin Merger Between Daily Fantasy Sports Sites, DOJ Reverses Stance In Supreme Court Class-Action Waiver, and Trump Policies Cause Risk Related Disclosures To SEC

by Jeanne R. Solomon and Timothy Piscatelli

This week’s corporate law news roundup includes discussions of the Federal Trade Commission’s opposition to the DraftKings and FanDuel merger, the Department of Justice reversal of its stance on class-action waivers, and companies’ approach to SEC risk factor disclosures relating to Trump administration policies.

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PCAOB Overhauls Standard Audit Report, Canada Indefinitely Suspends Private Rights of Action in Canada Anti-Spam Legislation and IRS Issues Rules on Partnership Audits.

by Jeanne R. Solomon and Timothy Piscatelli

This week’s corporate law news roundup includes discussions of the new Public Company Accounting Oversight Board requirements as to standard audit reports, the suspension of the Canada Anti-Spam Legislation private right of action, and the IRS issuance of partnership audit rules.

 

 

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Supreme Court Rules Five-Year Statute of Limitations Applies to SEC Disgorgement Payments, U.S. Federal Circuit Courts Split as to Copyright Registration Case Approaches, and United States Climate Alliance Emerges in Wake of Trump Decision to Exit Paris Agreement

by Jeanne R. Solomon and Timothy Piscatelli

This week’s corporate law news roundup includes discussions of the U.S. Supreme Court’s recent decision on SEC disgorgement payments for ill-gotten gains, the Eleventh Circuit’s adoption of the “registration” approach (instead of the “application” approach) to copyright registration, and the adoption by many U.S. state governors of legislation or initiatives toward direct state compliance with the Paris Agreement in the wake of the Trump administration withdrawal decision.

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Do you ‘like’ libel…? Liability for libel on social media

A Swiss court has found an individual liable in libel for ‘liking’ a defamatory posting on Facebook.

At first glance, this is fodder for the ‘free speech at all costs’ brigade to lament the chilling of free speech, which can occur, especially in the pages of the mainstream British press, when anyone is found liable in libel. But in fact, the decision is not surprising – and we can, and perhaps should, if we are concerned about the protection of reputation, expect similar findings in our own domestic courts. Continue reading

The US Supreme Court definitively states where a domestic corporation resides for purposes of venue in a patent infringement case, the Delaware Supreme Court further develops the application of business judgment review in controller buyout disputes, and the SEC files charges against individuals who allegedly disclosed nonpublic information relating to Medicare reimbursement rates

by Joshua Becker 

This week’s corporate law news roundup includes discussions of the US Supreme Court’s recent decision relating to where a corporation resides for purpose of venue in patent infringement cases, as decision that may reduce the number of patent trolls; the Delaware Supreme Court’s application of business judgment review in controller buyout disputes, a decision that further strengthens the application of the management friendly standard in such cases; and the SEC’s recent charges against individuals who allegedly disclosed nonpublic information relating to government plans to cut Medicare reimbursement rates, which affected the stock prices of certain publicly traded medical providers. 

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