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Delaware Chancery Court addresses indemnification and advancement of legal expenses

  • Holland & Knight LLP
  • -
  • USA
  • -
  • March 26 2012

A recent opinion from the Delaware Chancery Court addresses directors' and officers' indemnification and advancement rights

Chief Accountant reminds lawyers that GAAP and not the ABA-auditor treaty governs loss contingency disclosure

  • Holland & Knight LLP
  • -
  • USA
  • -
  • February 28 2011

At a recent New York Bar Association conference, Wayne Carnall, Chief Accountant of the SEC's Division of Corporation Finance, warned registrants to avoid relying on the long-standing ABA-auditor "treaty" between lawyers and auditors when deciding what to report about litigation contingencies in financial statements

SEC adopts changes to director election process for public companies

  • Holland & Knight LLP
  • -
  • USA
  • -
  • September 2 2010

On August 25, 2010, the Securities and Exchange Commission adopted new rules that require all U.S. public companies (and certain non-U.S. companies that comply with the U.S. proxy rules) to include in their proxy materials shareholder director nominees and shareholder proposals that seek to regulate the nomination and election of directors

Corporate governance and executive compensation provisions in the Dodd-Frank Wall Street Reform and Consumer Protection Act

  • Holland & Knight LLP
  • -
  • USA
  • -
  • August 3 2010

On July 21, 2010, the President signed into law the "Dodd-Frank Wall Street Reform and Consumer Protection Act" ("Dodd-Frank"

Delaware enjoins vote on merger pending curative disclosure

  • Holland & Knight LLP
  • -
  • USA
  • -
  • March 14 2011

On March 4, 2011, the Delaware Chancery Court enjoined a target from holding a shareholder meeting to vote on the approval of a merger agreement pending dissemination of curative proxy disclosure of both the amount of contingent fees to be paid to its investment adviser and the negotiations regarding the compensation that the CEO and president of the target would receive when he joined the acquirer after consummation of the merger

SEC Chairman Mary Schapiro discusses say-on-pay provisions and the timing for other Dodd-Frank rulemaking

  • Holland & Knight LLP
  • -
  • USA
  • -
  • November 21 2011

In a speech given on November 2, 2011, SEC Chairman Mary L. Schapiro discussed the regulations put in place through Dodd-Frank, specifically the say-on-pay provisions

Delaware Supreme Court invalidates bylaw amendment

  • Holland & Knight LLP
  • -
  • USA
  • -
  • December 6 2010

On November 23, 2010, the Delaware Supreme Court invalidated a bylaw amendment adopted by the stockholders of a company at its September 2010 annual meeting that would have accelerated the date of the company's next annual meeting to January 2011

Court permits company to exclude shareholder proposal

  • Holland & Knight LLP
  • -
  • USA
  • -
  • March 22 2010

Rather than go through the SEC process for excluding shareholder proposals, an issuer sought a declaratory judgment from the District Court for the Southern District of Texas that it may exclude a shareholder proposal from its proxy statement

Senator Dodd introduces new financial reform bill

  • Holland & Knight LLP
  • -
  • USA
  • -
  • March 22 2010

On March 15, 2010, Senator Dodd introduced the Restoring American Financial Stability Act of 2010 (the "2010 Bill"

Poison pill withstands judicial scrutiny despite special treatment given to company founder

  • Holland & Knight LLP
  • -
  • USA
  • -
  • August 23 2010

An investor acquired 18 of a company and publicly stated he was considering purchasing more shares