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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

ISS releases 20 FAQs on 2012 compensation guidelines

  • Holland & Knight LLP
  • -
  • USA
  • -
  • February 7 2012

On January 25, 2012, Institutional Shareholder Services (ISS) released 20 frequently asked questions on its 2012 compensation guidelines

ISS issues two sets of FAQS: 102 FAQS on compensation policies and 77 FAQS on non-compensation-related questions

  • Holland & Knight LLP
  • -
  • USA
  • -
  • January 9 2013

On December 20, 2012, ISS released two lengthy sets of FAQs on 2013 compensation and non-compensation related policies. The following are issues addressed

Delaware court refuses to enjoin merger despite lack of typical fiduciary safeguards due to board's expertise in corporation's business

  • Holland & Knight LLP
  • -
  • USA
  • -
  • November 7 2011

Under Delaware law, a board of directors entering into a change of control transaction involving the sale of a company must secure the best value reasonably attainable for the company's stockholders

Second Circuit clarifies Section 10(b) duty to update and Rule 10b-5 pleading standard

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

On March 1, 2010, the Second Circuit Court of Appeals affirmed in part and vacated in part a securities class action brought against a company for failing to update investors concerning problems with an agreement with the United States Postal Service (USPS) to serve as the preferred provider of USPS's electronic postmark

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

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

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