Friday, May 18, 2012

BNA INSIGHTS: Delaware Supreme Court Sanctions Use of 4.99 Percent Net Operating Loss Poison Pill Using Unocal Analysis, as Modified by Unitrin

On Monday Oct. 4, 2010, the Delaware Supreme Court affirmed the Court of Chancery’s decision to sanction the use of a poison pill with a 4.99 percent trigger to…

SEC Proposes Rules to Mitigate Conflicts for Swap Participants; Adopts Interim Rule

The Securities and Exchange Commission Oct. 13 took its first step towards establishing a regulatory framework for the…

SEC Announces Stay of Proxy Access Rules; Now ‘Unclear’ if Rules Would Apply in 2011

The Securities and Exchange Commission Oct. 4 announced that it would stay its new proxy access rules pending judicial review by the U.S. Court of Appeals for the District of…

Brothers Who Sat on Corporate Boards Allegedly Reaped $550 Million Via Illegal Trades

The Securities and Exchange Commission July 29 filed suit in the U.S. District Court for the Southern District of New York against two Dallas brothers who allegedly…

Investors Laud Passage of Senate Bill but Fear Loss of Governance Terms in Merged Measure

Institutional investors and shareholder advocates lauded passage of the Senate financial regulatory reform legislation (S. 3217), saying the bill’s corporate governance provisions bring…

BNA INSIGHTS: The Next Wave of Foreign Corrupt Practices Act Shareholder Derivative Actions

The renewed enforcement of the Foreign Corrupt Practices Act (“FCPA”) by the Department of Justice (“DOJ”) and the Securities and Exchange Commission (“SEC”) has resulted in a record-setting number of FCPA indictments…

ANALYSIS: The SEC’s Improved Proxy Disclosure Rules: What’s New and How Can Companies Comply?

As expected, the U.S. Securities and Exchange Commission (SEC) voted on Dec. 16, 2009, to adopt revisions to the proxy disclosure rules. The revisions adopted were largely…

2010 OUTLOOK — SEC REGULATION: Thorny Issues on Regulatory Agenda Could Make for Long Year

This year promises to be a challenging one for the Securities and Exchange Commission, as it prepares to tackle several controversial rule proposals, including those addressing short sales and…

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