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Mandatory proxy access is dead for now as SEC drops its legal appeal; private ordering of the proxy access issue will be the likely short-term result

USA - September 8 2011 In July 2011, the US Court of Appeals for the District of Columbia Circuit overturned the SEC’s proxy access rule....

Abby E. Brown, Frank M. Placenti, Daniel G. Berick, David A. Zagore.

Appeals court rebukes SEC, strikes down proxy access rule

USA - August 5 2011 On July 22, 2011, the US Court of Appeals for the District of Columbia Circuit released its opinion in Business Roundtable and Chamber of Commerce of the United States of America v. Securities and Exchange Commission....

Abby E. Brown, Frank M. Placenti, Margaret J. Walrath, Fred A. Summer.

The Delaware Chancery Court addresses reverse triangular mergers and assignment by operation of law provisions

USA - April 21 2011 On April 8, 2011, the Delaware Court of Chancery handed down a decision (Meso Scale Diagnostics, LLC v. Roche Diagnostics GMBH, C.A. No. 5589-VCP (Del. Ch. April 8, 2011)) that might impact how M&A deals are structured and what third party consents must be obtained....

Frank M. Placenti, Jae W. Park, Jr..

Directors' and officers' insurance policies should be reviewed in light of anticipated increase in whistleblowing activity instigated by the Dodd-Frank Act and the UK Bribery Act

USA, United Kingdom - January 5 2011 The Dodd-Frank Act contains a number of controversial provisions, but perhaps none more so than mandatory payment of a substantial bounty to individuals who provide "original information" to the Securities and Exchange Commission (SEC) leading to fines in excess of US$1 million....

Frank M. Placenti, Jane Haxby, David A. Zagore.

SEC stays proxy access rules amid legal challenge

USA - October 5 2010 On Monday, the Securities and Exchange Commission (the SEC) unexpectedly granted a stay delaying the effectiveness of newly adopted Rule 14a-11 and associated amendments, including the amendment to Rule 14a-8....

Matthew M. Holman, Frank M. Placenti.