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United States Court of Appeals holds SEC's rules regarding conflict minerals violate First Amendment

  • Jones Day
  • -
  • USA
  • -
  • April 16 2014

On April 14, 2014, the United States Court of Appeals for the District of Columbia Circuit held that a portion of the conflict minerals rules adopted

Corporate governance update March 2014

  • Kelley Drye & Warren LLP
  • -
  • USA
  • -
  • April 3 2014

The Uniform Unclaimed Property Act (UUPA) was promulgated with the intention of abolishing the common law on abandoned property. The UUPA provides a

Say on Pay: is the Canadian future voluntary?

  • Blake Cassels & Graydon LLP
  • -
  • Canada, USA
  • -
  • March 27 2014

With the annual meeting season now underway, Canadian public companies that have not done so may be considering whether they will voluntarily adopt a

Austria: breach of trust - a recent Supreme Court ruling has broad implications for stock corporations

  • Schoenherr
  • -
  • Austria, Germany, USA
  • -
  • March 26 2014

Austria's breach of trust provision found its way back into the limelight only recently via the prominent criminal proceedings against the former

Beyond real estate: publicly traded homebuilders (and other public companies) must be aware of cybersecurity and data breach disclosure requirements applicable to SEC filings

  • Snell & Wilmer LLP
  • -
  • USA
  • -
  • March 14 2014

Generally speaking, publicly traded homebuilders and other public companies must disclose material information in their SEC filings. "Information is

Business judgment rule did not protect knowing violation of stock plan

  • Jenner & Block
  • -
  • USA
  • -
  • February 28 2014

In Pfeiffer v. Leedle, C.A. No. 7831, 2013 WL 5988416 (Del. Ch. Nov. 8, 2013), the Delaware Court of Chancery held that the business judgment rule

Delaware Court of Chancery holds that common stock must be issued pursuant to a properly executed written instrument in order to be considered valid

  • Jenner & Block
  • -
  • USA
  • -
  • February 28 2014

In Boris v. Schaheen, C.A. No. 8160-VCN (Del. Ch., December 2, 2013), the Delaware Court of Chancery held that Delaware General Corporation Law

Federal court allows exclusion of Rule 14a-8 shareholder proposal from proxy materials due to false statements

  • Hunton & Williams LLP
  • -
  • USA
  • -
  • February 26 2014

A federal district court in Missouri recently granted summary judgment to Express Scripts Holding Company ("Express Scripts"), allowing the company

Proxy statements under Maryland law 2014

  • Venable LLP
  • -
  • USA
  • -
  • February 12 2014

The 2014 proxy season is fast approaching. Based on our prior experience reviewing proxy statements for Maryland public companies, we would like to

Forum selection bylaws

  • Dykema Gossett PLLC
  • -
  • USA
  • -
  • January 27 2014

So-called forum selection bylaws provide that shareholders bringing derivative claims or claims alleging breaches of fiduciary duties, or otherwise