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127 results found


K&L Gates | USA | 5 Oct 2017

At the End of the Rainbow: A Custom Basket?

For several years now, the Securities and Exchange Commission (“SEC”) has placed strict limitations on the composition of exchange-traded fund (“ETF”)


Pillsbury | USA | 2 Aug 2017

Your Broker May Be Wrong: Why Your D&O Policies Should Cover Delaware Appraisal Proceedings

It’s now accepted wisdom that virtually all public company mergers and acquisitions will be challenged with at least one lawsuitover 95 of them are


Husch Blackwell LLP | USA | 3 Apr 2017

Proxy Voting and Interpretive Bulletin 2016-01

On December 29, 2016, the Department of Labor (DOL) issued Interpretive Bulletin 2016-01 (the “Bulletin”) relating to the exercise of shareholder


Hunton Andrews Kurth LLP | USA | 14 Mar 2017

Reducing the Costs and Administrative Burdens of an M&A Transaction through a State “Fairness Hearing”

Whenever a bank holding company issues its stock in a merger, it must register the stock issuance with the Securities and Exchange Commission (SEC)


Osler Hoskin & Harcourt LLP | Canada | 28 Oct 2016

Contested private placements under the new take-over bid regime: the Dolly Varden decision

In a significant decision, the British Columbia and Ontario securities commissions have upheld a contested private placement by the target of an


Murtha Cullina LLP | USA | 16 Aug 2016

What Community Bank Board Members Need to Know About D&O

A bank director's responsibilities are similar to directors of other types of corporations, including the duties of loyalty and care. Federal banking


Dykema Gossett PLLC | USA | 10 Aug 2016

NASDAQ Requires Disclosure About Director Compensation From Third Parties

The rise in shareholder activism has resulted in the addition of a significant number of new directors to public company boards who receive, in


Seyfarth Shaw LLP | USA | 2 Aug 2016

SEC Approves NASDAQ “Golden Leash” Rules

Recently, the U.S. Securities and Exchange Commission (the “SEC”) approved NASDAQ’s new Rule 5250(b)(3), which requires NASDAQ-listed companies to


Weil Gotshal & Manges LLP | USA | 6 Jul 2016

Court of Chancery’s Volcano Decision Extends Corwin Rule to Two-Step Mergers

The Delaware Court of Chancery’s June 30, 2016 decision in In re Volcano Corporation Stockholder Litigation, C.A. No. 10485-VCMR, extends to a


Clayton Utz | USA, Australia | 21 Nov 2013

Ok, it's a bit of an extreme example, but a salutary warning for directors with overseas projects

On 27 August 2013 the Australian Securities and Investments Commission (ASIC) published Report 368 "Emerging market issuers" addressing the

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