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Delaware Chancery Court expands number of direct claims available to stockholders

Holland & Knight LLP
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USA
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April 1 2013

On March 15, 2013, the Delaware Court of Chancery denied motions to dismiss filed by a group of director defendants and certain affiliated funds for

Delaware Supreme Court affirms denial of attorneys' fees relating to corporate waste claim based on a board's decision to forego tax deductible corporate bonuses

Holland & Knight LLP
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USA
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January 28 2013

On January 14, 2013, the Delaware Supreme Court affirmed a trial court's denial of attorneys' fees in connection with a corporate waste claim filed

Lawyers ask federal court to strike down Sarbanes Oxley 304 clawbacks as applied to innocent executive

Holland & Knight LLP
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USA
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August 27 2012

On July 13, 2012, two defendants in an SEC enforcement action moved to dismiss the SEC's complaint, in part on the grounds that Section 304 of SOX was unconstitutional as applied to them

Delaware court rules on fiduciary duties owed by managers of limited liability companies

Holland & Knight LLP
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USA
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February 24 2012

On January 27, 2012, the Court of Chancery ruled that a manager of a Delaware limited liability company owes the company traditional fiduciary duties of care and loyalty unless the operating agreement expressly modifies or eliminates those duties

ISS releases 20 FAQs on 2012 compensation guidelines

Holland & Knight LLP
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USA
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February 7 2012

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

NYSE deems group of governance proposals to be "non-routine"

Holland & Knight LLP
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USA
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February 7 2012

On January 25, 2012, the NYSE released Informational Memo 12-4 which announced revisions to the applicability of Rule 452 to certain types of corporate governance proxy proposals

ISS releases white paper on new pay-for-performance methodology

Holland & Knight LLP
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USA
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January 9 2012

On December 20, 2011, Institutional Shareholder Services issued the white paper "Evaluating Pay for Performance Alignment: ISS' Quantitative and Qualitative Approach"

Division of Corporation Finance upholds exclusion of auditor rotation proposal

Holland & Knight LLP
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USA
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January 9 2012

On December 12, 2011, the SEC's Division of Corporation Finance declined the request by the United Brotherhood of Carpenters Pension Fund to reconsider the division's letter granting no-action relief to Deere & Company's exclusion of the Pension Fund's auditor rotation proposal from its 2012 proxy materials

PCAOB re-proposes auditing standard on communications with audit committees

Holland & Knight LLP
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USA
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January 9 2012

On December 20, 2011, the PCAOB re-proposed for comment an auditing standard on Communications with Audit Committees that seeks to improve communications between auditors and audit committees

House Financial Services Subcommittee passes five bills to ease the regulatory burden on small businesses

Holland & Knight LLP
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USA
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November 7 2011

On October 5, 2011, the House Financial Services Capital Markets and Government Sponsored Enterprises Subcommittee passed five bills to ease the regulatory burden on small businesses and emerging growth companies

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