Corporate Law Developments (February 28, 2017) UK Health and Safety Compliance Programs Favor Having at Least One UK Board Director; SASB Releases Rules of Procedure and Conceptual Framework; and Delaware Confirms BJR Can Apply to Tender-Offer Mergers

by Sheri Yano

Puzzle piecesThis week’s corporate law news roundup includes discussions of Why UK Health and Safety Laws Favor Having at Least One UK Board Director; The SASB’s Recent Release of Rules of Procedure and Conceptual Framework; and The Delaware Supreme Court’s confirmation that the business judgment rule applies to tender-offer mergers approved by a fully informed, uncoerced vote of disinterested stockholders Continue reading

Corporate News Roundup 4/25/16: Modernizing Regulation S-K; DOJ Sues ValueAct; PE Funds Found Liable for ERISA Withdrawal Liability; Proposed Amendments to DGCL

This edition of the Corporate News Roundup includes an SEC concept release aimed at modernizing Regulation S-K, DOJ’s antitrust lawsuit against ValueAct for failing to comply with the HSR Act, a federal court decision holding private equity funds liable for their portfolio company’s ERISA withdrawal liability and the Delaware Bar Association’s latest proposed amendments to the DGCL.

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Corporate News Weekly Round-Up 2/8/16: US Supreme Court Revisits Remote Tippee Liability, SEC Releases 2016 Examination Priorities and Public Benefit Corporations Updates

Abstract View of Urban Scene and Skyscrapers

This week’s Corporate news includes information on the SECs 2016 examination priorities, the US Supreme Court’s new decision on remote tippee liability, and information on what has caused the number of public benefit corporations to grow. Continue reading

Corporate News Weekly Round-Up 2/2/16: Delaware Court Enforces ‘Good Faith’ Negotiations, New Disclosure Requirements for UK Companies and UNFCCC Adopts ‘Paris Agreement’

This week’s Corporate news includes information on new disclosure requirements for major shareholders of United Kingdom companies, the Delaware Supreme Court’s enforcement of an expectation damages award in the context of a failed merger, and the UN Framework Convention on Climate Change’s recently adopted Paris Agreement (including a framework for climate finance).
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Lessons Learned from a Highly Successful Proxy Contest Defense

First published in the Harvard Law School Forum on Corporate Governance and Financial Regulation, December 18, 2015.


Recently, our client, a NYSE-listed publicly traded firm, successfully defended against a proxy contest brought by an activist fund that in the first part of this year acquired 5.5% stake in the company. Following on earlier indications that it would do so, the fund notified the company in September that it intended to nominate six individuals for election to the seven member board of directors at the 2015 annual meeting of stockholders to be held in November. Continue reading

Grasping the nettle of reputationally damaging exposés

A recent story in the Financial Times has highlighted the emerging change in the way businesses address the reputational risk of their impact on society and the environment. Tesco made a high profile disclosure of the amount of waste in its supply chain recently, but did so voluntarily and used the opportunity to highlight the measures it is taking to address food waste. Are companies starting to heed the message about protecting their most important asset, in moving on to the front foot in their approach to these potentially reputation-damaging areas? Continue reading