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Results: 1-10 of 83

New York's High Court: lost profits may be recoverable for breach, even where contracts preclude consequential damages

  • Jones Day
  • -
  • USA
  • -
  • April 10 2014

Many practitioners are quick to label potential claims of lost profits as consequential damages, and draw comfort from (i) contract provisions

Delaware update: Chancery Court continues its scrutiny of investment banks' behavior

  • Jones Day
  • -
  • USA
  • -
  • March 24 2014

On March 7, in a decision following a trial on the merits, the Delaware Court of Chancery held an investment bank liable to a selling company's

ISS formally opposes director compensation bylaws

  • Jones Day
  • -
  • USA
  • -
  • January 28 2014

Institutional Shareholder Services Inc. ("ISS") has now formalized its position on director compensation bylaws. In short, ISS has adopted the

ISS questions director compensation bylaw

  • Jones Day
  • -
  • USA
  • -
  • November 27 2013

Board-adopted bylaw prohibited directors from accepting compensation from third parties during candidacy or board service. ISS recommended votes

California Appeals Court affirms dismissal of "say on pay" derivative lawsuit

  • Jones Day
  • -
  • USA
  • -
  • October 3 2013

The Dodd-Frank Act,1 enacted by Congress in 2010, contains a "say on pay" provision that requires public companies to submit their executive

Time to hit the reset button on merger litigation

  • Jones Day
  • -
  • USA
  • -
  • October 1 2013

Over 90 percent of announced $100 million M&A transactions in the U.S. result in shareholder lawsuits. The idea that corporate directors breach, or

PCAOB's proposed auditor reporting model

  • Jones Day
  • -
  • USA
  • -
  • September 6 2013

Last month, the Public Company Accounting Oversight Board ("PCAOB") proposed new standards for auditor reports that, if adopted, would dramatically

PCAOB proposes important changes to audit reports

  • Jones Day
  • -
  • USA
  • -
  • September 5 2013

The Public Company Accounting Oversight Board ("PCAOB") recently proposed new auditing standards that, if adopted, would substantially expand the

The 2013 proxy season: signs of a turning tide in corporate governance?

  • Jones Day
  • -
  • USA
  • -
  • August 19 2013

The 2013 proxy season has ended, and many public companies are in a period of relative calm on the governance front before the season for shareholder

Viacom Int'l, Inc. v. Winshall: Delaware Supreme Court reinforces accounting experts' authority to decide purchase price disputes, restricting collateral attack by disgruntled parties

  • Jones Day
  • -
  • USA
  • -
  • August 14 2013

On July 16, the Delaware Supreme Court published an opinion that confirms and clarifies the scope of an accounting expert's authority to resolve