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Results: 1-10 of 33

Recent developments relating to rights to exclude shareholder proposals from proxy statements

  • Katten Muchin Rosenman LLP
  • -
  • USA
  • -
  • December 12 2014

A recent court decision and no-action letter have brought to light new issues surrounding issuer requests for Securities and Exchange Commission

SEC targets CEO’s lockout of duly elected board members

  • Katten Muchin Rosenman LLP
  • -
  • USA
  • -
  • September 28 2012

A recent Securities and Exchange Commission enforcement action filed in the US District Court for the Middle District of Florida aims to hold a director liable for a host of false statements made while he strong-armed the remainder of the board and improperly claimed the company as his own

District court rejects argument that Investment Advisers Act cannot be applied extraterritorially

  • Katten Muchin Rosenman LLP
  • -
  • USA
  • -
  • May 18 2012

The Securities and Exchange Commission brought a complaint against the former Chief Financial Officer of a now defunct investment adviser seeking enforcement of the Investment Advisers Act of 1940 (IAA

Victory for board of directors in executive pay lawsuit

  • Katten Muchin Rosenman LLP
  • -
  • USA
  • -
  • January 27 2012

Plaintiffs’ lawyers have recently attempted to convert a negative shareholder advisory “say on pay” vote under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act) into a breach of fiduciary duty where the board of directors implements a compensation program and awards thereunder

Court vacates SEC shareholder nomination rule

  • Katten Muchin Rosenman LLP
  • -
  • USA
  • -
  • July 29 2011

The U.S. Court of Appeals for the District of Columbia Circuit sharply criticized the Securities and Exchange Commission and vacated Exchange Act Rule 14a-11, which permitted certain shareholders of public companies to nominate candidates for the board of directors outside a company's normal nomination process

Revision of earnings due to overbilling supports fraud claims

  • Katten Muchin Rosenman LLP
  • -
  • USA
  • -
  • April 8 2011

Allegations that a medical device manufacturer knowingly overbilled insurance companies and reported these unrecoverable accounts as income were sufficient to support security fraud claims

Improper accounting adjustments held insufficient basis for securities fraud claims

  • Katten Muchin Rosenman LLP
  • -
  • USA
  • -
  • March 18 2011

A federal district court in California recently dismissed class action securities fraud claims arising out of several improper accounting adjustments made by VeriFone Holdings, Inc

District court denies media executives summary judgment in SEC action

  • Katten Muchin Rosenman LLP
  • -
  • USA
  • -
  • January 14 2011

The Securities and Exchange Commission brought an enforcement action against three former executives of a major media company, alleging that the executives improperly reported $1 billion in online advertising revenue

Sixth Circuit rules that officerdirector bar is not punitive

  • Katten Muchin Rosenman LLP
  • -
  • USA
  • -
  • April 30 2010

The Sixth Circuit Court of Appeals affirmed a district court’s award of a permanent injunction and a directorofficer bar in a Securities and Exchange Commission enforcement action against Patrick Quinlan, the former CEO and Chairman of the Board for MCA Financial Corporation, pursuant to which Mr. Quinlan was enjoined from future violations of the securities laws and prohibited from acting as an officer or director of any publicly traded company

Third Circuit rejects novel government securities fraud theory

  • Katten Muchin Rosenman LLP
  • -
  • USA
  • -
  • April 16 2010

The U.S. Court of Appeals for the Third Circuit affirmed the lower court’s dismissal of certain novel theories on which the government predicated a criminal indictment against two high-ranking executives of a pharmaceutical company