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Delaware Supreme Court interprets contractual fiduciary duties of LLC manager as requiring entire fairness review

  • Paul, Weiss, Rifkind, Wharton & Garrison LLP
  • -
  • USA
  • -
  • November 9 2012

In Gatz Properties, LLC v. Auriga Capital Corp., the Delaware Supreme Court affirmed the Court of Chancery's decision that a limited liability company's controlling member-manager breached his contracted-for fiduciary duties when he refused to negotiate with a third party bidder and caused the company to sell itself to him at an unfair price via a faulty auction process

Effectuation or alteration? Court of Chancery finds preferred stock did not have separate vote on automatic conversion eliminating the series

  • Paul, Weiss, Rifkind, Wharton & Garrison LLP
  • -
  • USA
  • -
  • October 3 2012

A recent Delaware Court of Chancery case, Greenmont Capital Partners I, LP v. Mary’s Gone Crackers, Inc., C.A. No. 7265-VCP (Del. Ch. Sept. 28, 2012), again highlights the contractual nature of preferred stock rights and that, when reviewing whether corporate actions may conflict with any of those rights, the court will generally uphold the independent legal significance of each action taken as it occurs, rather than looking at the ultimate consequence of multiple related corporate actions

NYSE proposes compensation committee rule amendments

  • Paul, Weiss, Rifkind, Wharton & Garrison LLP
  • -
  • USA
  • -
  • October 2 2012

As required by the Dodd-Frank Act and related SEC rules, the NYSE has issued proposed new listing standards related to compensation committee independence and responsibilities

FCC adopts flexible approach to indirect foreign investment

  • Paul, Weiss, Rifkind, Wharton & Garrison LLP
  • -
  • USA
  • -
  • August 24 2012

In an action that the FCC hopes will “enhance opportunities for technological innovation and promote economic growth and potential job creation in the telecommunications sector,” the FCC approved a new flexible approach to indirect, noncontrolling foreign investment in common carriers

How foreign private issuers are likely to be affected by new listing standards for compensation committees

  • Paul, Weiss, Rifkind, Wharton & Garrison LLP
  • -
  • USA
  • -
  • June 26 2012

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) directed the U.S. Securities and Exchange Commission (the “SEC”) to establish minimum standards that companies listed in the United States would have to meet in setting executive compensation

JOBS Act facilitates IPOs and eases restrictions on private capital formation in the United States

  • Paul, Weiss, Rifkind, Wharton & Garrison LLP
  • -
  • USA
  • -
  • April 19 2012

On April 5, President Obama signed into law the Jumpstart Our Business Startups Act (the “JOBS Act”), implementing sweeping changes to the rules governing IPOs and private capital formation in the United States by domestic and foreign issuers

Checklist for Form 20-F filers

  • Paul, Weiss, Rifkind, Wharton & Garrison LLP
  • -
  • USA
  • -
  • April 16 2012

As non-U.S. SEC reporting companies prepare their annual disclosure to be included in their Annual Reports on Form 20-F, it is important to review relevant changes since the prior year’s Annual Report was prepared

A balancing act: latest amendment to foreign investment catalog

  • Paul, Weiss, Rifkind, Wharton & Garrison LLP
  • -
  • USA
  • -
  • April 2 2012

On January 30, 2012, the fifth amendment to the Catalog for the Guidance of Foreign Investment Industries ("Catalog") went into effect

Control premium may violate charter prohibition on disparate merger consideration in dual class stock context

  • Paul, Weiss, Rifkind, Wharton & Garrison LLP
  • -
  • USA
  • -
  • March 9 2012

Under Delaware law, a controlling stockholder owes minimal duties to the minority stockholders

Additional requirements for Hong Kong listings involving VIE structures

  • Paul, Weiss, Rifkind, Wharton & Garrison LLP
  • -
  • China, Hong Kong
  • -
  • January 16 2012

In 2005, the Hong Kong Stock Exchange (“Exchange”) issued a listing decision analyzing whether a listing applicant using the variable interest entity structure (“VIE Structure”) through multiple contractual arrangements (“Control Contracts”) in the conduct of its business in the People’s Republic of China (“PRC”) was suitable for listing in Hong Kong

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