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80 results found


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


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


Blaney McMurtry LLP | Canada | 9 Nov 2011

Pill-popping: hostile takeovers and securities regulation in Ontario

Securities regulation in Canada, with its 13 different securities jurisdictions, is sometimes politely referred to as a “mosaic”.


Osler Hoskin & Harcourt LLP | Canada | 18 Oct 2011

Afexa Life Sciences Inc. shareholder rights plan survives to end of “go shop” period

The Alberta Securities Commission was the first Canadian tribunal to consider the effect of a “go shop” provision on a shareholder rights plan in Re Afexa Life Sciences Inc., a written decision released on October 14, 2011.


McCarthy Tétrault LLP | Canada | 14 Oct 2011

The clash of the rights plan cases (redux)

The Ontario Securities Commission issued an order this week in connection with a shareholder rights plan adopted by the board of directors of MOSAID Technologies Incorporated in response to a hostile bid made by Wi-LAN Inc.


Dorsey & Whitney LLP | USA | 26 Jul 2011

SEC’s proxy access rule is vacated by DC circuit

The Commission’s new “proxy access” Rule was vacated by the Circuit Court of the District of Columbia for failing to comply with the Administrative Procedure Act or APA.

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