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Corporate & Securities Law Blog Blog

Articles: 1-10 of 118

FinCEN Issues Notice of Proposed Rulemaking for Corporate Transparency Act

USA - December 10 2021 FinCEN has issued a Notice of Proposed Rulemaking (NPRM) regarding how the agency is planning to implement the Corporate Transparency Act (CTA). The…

Delaware Supreme Court Holds that Equity Dilution and Expropriation Claims May Only Be Brought Derivatively, Overruling Prior Precedent

USA - October 1 2021 In Brookfield Asset Mgmt. V. Rosson, No. 406, 2020, 2021 Del. LEXIS 291 (Del. Sept. 20, 2021), the Delaware Supreme Court held that claims for…

Delaware Supreme Court Affirms the Use of Stockholders Agreements to Waive Appraisal Rights

USA - September 28 2021 In Manti Holdings, LLC v. Authentix Acquisition Co., Inc., No. 354, 2020, 2021 WL 4165159 (Del. Sept. 13, 2021), the Delaware Supreme Court issued an…

SEC Approves Nasdaq Diversity Rule

USA - August 20 2021 On August 6, 2021, the Securities and Exchange Commission (“SEC”) approved Nasdaq’s Board Diversity Rule (Nasdaq Stock Market LLC Rules 5605(f) and…

Second Circuit Upholds Enforceability of SEC Tolling Agreements

USA - August 3 2021 In Securities & Exchange Comm'n v. Fowler, No. 20-1081, 2021 WL 3083655 (2d Cir. July 22, 2021), the United States Court of Appeals for the Second…

California Passes “Workaround” To Federal Limit on State Tax Deduction For Certain Owners of Pass-Through Entities

USA - July 20 2021 On July 16, 2021, Governor Newsom signed California Assembly Bill 150 into law, allowing certain owners of passthrough entities to find a way around…

Delaware Supreme Court Holds That Surviving “Entire Fairness” Review is Not Conclusive of a Breach of Fiduciary Duty Claim Where Directors Acted Inequitably

USA - July 9 2021 In Coster v. UIP Companies, Inc., No. 49-2020, 2021 WL 2644094 (Del. June 28, 2021), the Delaware Supreme Court reversed a Court of Chancery ruling…

House Passes Bill Requiring SEC to Define Mandatory ESG Metrics

USA - June 22 2021 On June 16, 2021, the U.S. House of Representatives voted (215-214) to pass the ESG [Environmental, Social and Governance] Disclosure Simplification…

Delaware Court of Chancery Decision Provides Guidance on M&A Earnouts

USA - June 16 2021 In Shareholder Representative Services LLC v. Albertsons Companies, Inc., 2021 WL 2311455 (Del. Ch. June 7, 2021), the Delaware Court of Chancery…

Supreme Court Resolves Circuit Split Over CFAA

USA - June 10 2021 In Van Buren v. United States, No. 19-783, 2021 WL 2229206 (U.S. June 3, 2021), the United States Supreme Court issued an opinion drastically…