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Delaware Supreme Court rules against stock redemption

Herrick Feinstein LLP
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USA
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December 29 2011

The Delaware Supreme Court upheld a lower court ruling that preferred shareholders had failed to prove that the issuer had funds "legally available" to redeem their shares

Federal court addresses "short swing" profit issue of first impression

Herrick Feinstein LLP
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USA
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August 22 2011

The United States District Court for the Southern District of New York, addressing an issue of first impression, ruled that purchases and sales involving different classes of common stock possessing different voting rights can not be matched for purposes of the "short swing" profit liability provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended

SEC settles another "no fault" SOX clawback

Herrick Feinstein LLP
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USA
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April 25 2011

The SEC settled an enforcement action in which a CEO agreed to a "clawback" of prior compensation and stock sale profits pursuant to Section 304 of the Sarbanes-Oxley Act

"Surplus" not necessarily equivalent to "funds legally available" in mandatory stock redemption rights

Herrick Feinstein LLP
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USA
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January 31 2011

The Delaware Court of Chancery has rejected the argument asserted by a preferred stockholder that the terms "surplus" and "funds legally available" have the same meaning when used in connection with stock redemption rights

Officers may need to reimburse payments received during periods later restated

Herrick Feinstein LLP
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USA
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August 18 2010

Companies should carefully consider the effect that issuing a financial restatement will have on their CEOs and CFOs

Supreme Court rules PCAOB constitutional

Herrick Feinstein LLP
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USA
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July 30 2010

The Supreme Court has held that the Public Company Accounting Oversight Board is constitutional, while striking down certain provisions of the Sarbanes-Oxley Act relating to the removal of PCAOB members