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Results: 1-10 of 346

2015 proxy season: should companies propose exclusive forum and fee-shifting charter amendments at their 2015 annual shareholder meetings?

  • Kaye Scholer LLP
  • -
  • USA
  • -
  • December 18 2014

The 2015 proxy season is just a few months away. It was about 18 months ago that the Delaware Court of Chancery upheld exclusive forum bylaws as

NYSE proposes rule change for delinquent filers

  • Kaye Scholer LLP
  • -
  • USA
  • -
  • December 16 2014

On December 4, 2014, the New York Stock Exchange (NYSE) filed a proposed rule change with the Securities and Exchange Commission (SEC) to amend

First Circuit explains “essential facts” test under the False Claims Act’s first-to-file bar

  • Kaye Scholer LLP
  • -
  • USA
  • -
  • December 15 2014

Relators bringing qui tam suits in the First Circuit alleging the same "essential facts" as earlier-filed qui tam complaints are likely to have a

Raising the bar for tippee liability: Second Circuit overturns two insider trading convictions

  • Kaye Scholer LLP
  • -
  • USA
  • -
  • December 11 2014

The Second Circuit has issued an important decision overturning two insider trading convictions and, in so doing, has clarified the standard for

Delaware chancery court highlights potential liability of target company directors for material misrepresentations in mergers

  • Kaye Scholer LLP
  • -
  • USA
  • -
  • December 10 2014

In a recent opinion, Great Hill Equity Partners IV, LP v. SIG Growth Equity Fund I, LLLP, the Delaware Court of Chancery declined to dismiss claims

Delaware chancery court refused to enforce post-closing general release and indemnification against non-consenting stockholders in a merger

  • Kaye Scholer LLP
  • -
  • USA
  • -
  • December 9 2014

The Delaware Court of Chancery recently held that in a statutory merger: (i) the buyer could not condition payment of merger consideration to

And now a word from the panel: end of an era

  • Kaye Scholer LLP
  • -
  • USA
  • -
  • December 4 2014

Welcome to the 12th installment of "And Now a Word from the Panel ...," a column which "rides the circuit" with the Judicial Panel on Multidistrict

Affirmation of business judgment rule in going private deals could insulate companies against costly litigation

  • Kaye Scholer LLP
  • -
  • USA
  • -
  • November 24 2014

On November 20, 2014, the New York Appellate Division for the First Department upheld the dismissal of an action brought by minority shareholders

Paper chase: winning the removal race

  • Kaye Scholer LLP
  • -
  • USA
  • -
  • November 21 2014

On October 24, in Romulus v. CVS Pharmacy Inc., a wage-and-hour putative class action, the United States Court of Appeals for the First Circuit

7 steps for managing SEC whistleblower risk

  • Kaye Scholer LLP
  • -
  • USA
  • -
  • November 20 2014

The US Securities and Exchange Commission’s annual report to Congress on the Dodd-Frank whistleblower program was released this week, and it touted