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So you want to accept that board position? One more reason to pause: directors can be personally liable under Sarbanes-Oxley and Dodd-Frank
  • Orrick, Herrington & Sutcliffe LLP
  • USA
  • November 17 2015

On October 23, 2015, in a suit filed by Bio-Rad's former general counsel Sanford Wadler, the United States District Court for the Northern District

Going to market - consumer law update
  • Chapman Tripp
  • Australia, New Zealand, United Kingdom, USA
  • November 12 2015

The risks for organisations from breaching consumer law are high with increased penalties, new fair trading and consumer credit regimes and more

In case you missed it - interesting items for corporate counsel (cumulative) - November 11, 2015
  • Stoel Rives LLP
  • USA
  • November 11 2015

The SEC has finally adopted Regulation Crowdfunding, here, which was required by the Capital Raising Online While Deterring Fraud and Unethical

SEC staff clarifies guidance on exclusion of conflicting shareholder proposals and the ordinary business operations basis for exclusion
  • Akin Gump Strauss Hauer & Feld LLP
  • USA
  • November 10 2015

On October 22, 2015, the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (SEC) issued clarifying guidance

Securities and corporate governance litigation quarterly - November 9, 2015
  • Seyfarth Shaw LLP
  • USA
  • November 9 2015

Gorman v. Salamone (here) involves a long-running dispute over the control of Westech Capital Corp. which arose because a voting agreement was

US SEC provides guidance on excluding shareholder proposals from proxy statements
  • Mayer Brown LLP
  • USA
  • November 3 2015

Rule 14a-8 under the Securities Exchange Act of 1934 permits shareholders who have owned either at least $2,000 in market value or 1 percent of the

SEC issues guidance on shareholder proposal exclusions
  • Kaye Scholer LLP
  • USA
  • October 27 2015

On October 22, 2015, the SEC’s Division of Corporation Finance issued Staff Legal Bulletin No. 14H (SLB 14H) to provide guidance on the scope and

SEC limits availability of exclusion of rule 14a-8 shareholder proposals that directly conflict with management proposals; reaffirms its position on ordinary business operations exclusion
  • Baker Botts LLP
  • USA
  • October 26 2015

On October 22, 2015, the Staff of the SEC's Division of Corporation Finance issuedStaff Legal Bulletin 14H. SLB 14H narrows the Staff's prior

SEC issues Staff Legal Bulletin outlining the scope of the “directly conflicts” exclusion under Rule 14a-8 and providing guidance on the staff’s interpretation of the ordinary business exclusion
  • Ropes & Gray LLP
  • USA
  • October 26 2015

On October 22, 2015, the SEC's Division of Corporation Finance (the Division) issued Staff Legal Bulletin No. 14H (the SLB) in which it provides

New SEC guidance makes excluding shareholder proposals more difficult
  • Dechert LLP
  • USA
  • October 26 2015

In Staff Legal Bulletin 14H released on October 22, 2015, the staff of the SEC's Division of Corporation Finance weighed in on two important means by