delaware corporate - Winston & Strawn

Oct 14, 2013 - China Automotive and its directors, through its counsel Winston & Strawn, have successfully defended against both actions. First, in Ma...

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Oct 14, 2013 - China Automotive and its directors, through its counsel Winston & Strawn, have successfully defended against both actions. First, in May a federal district court denied class certification in the securities fraud action against the com

stock exchange rules. The defendants moved to dismiss, noting that SPG had received an e-mail confirmation from the New York Stock Exchange (“NYSE”) staff that shareholder approval of the amendment was not required under NYSE rules. The court hel

in Delaware, however, the California federal court dismissed the California action, with prejudice, on demand futility grounds.161 The Delaware defendants consequently amended their motion to argue that the California judgment precluded the Delaware

Jan 1, 2013 - The Delaware Supreme Court and Delaware Court of Chancery are generally regarded as the country's .... judgment that: (i) it was permitted to unilaterally cease “business operations” of Oculus; and (ii) its liability ..... notice to

Jan 1, 2013 - States are incorporated in Delaware and, governed by its substantive law. Accordingly, Delaware's corporate ..... the Court of Chancery 1, available at http:// courts.state.de.us/chancery/docs/Complete Guidelines.pdf. ...... that the un

Dec 20, 2013 - key decisions of the Delaware courts on corporate and commercial issues, .... would be held in escrow until the end of the indemnification notice period. Losses over and above $12 million, could, un- der the Merger Agreement, be withhe

after NSC was acquired by Akamai Technologies,. Inc. (“Akamai”), finding that plaintiffs had standing to pursue their claims directly instead of derivatively. Plaintiffs alleged that the three largest stockholders of. NSC engaged in a series of s

Dec 31, 2013 - contact the Editors, the Authors, or any member of the Advisory Board listed at the .... pects of M&A litigation: earn-out provisions, which regular-.

Exchange Act.] SECTION 308 OF SOX. Under section 308 of the Sarbanes-Ox- ley Act (SOX), the SEC has the power to add disgorged funds to a disgorgement.

Jun 11, 2014 - Students of fair lending jurisprudence know that the most significant issue in that area of the law is whether the government's assertion of liability, not just for intentional discrimination on a prohibited basis, but also for otherwi

Mar 25, 2014 - between the United States and the Cayman Islands, we would advise CLO managers to undertake the ... as a Reporting Model 1 FFI domiciled in the Cayman. Islands no later than April 25, 2014. a) Registering by that ... obtaining new acco

On September 10, 2014, the Securities and Exchange. Commission (the “SEC”) announced charges against. 28 officers, directors and investment firms for failing to make timely filings of reports on Form 41 and Schedules 13D and 13G2 under the Securi

Oct 15, 2012 - Each calendar quarter, the Delaware Quarterly analyzes and summarizes key .... a pre-suit Section 220 books and records demand – and the. 3. ...... A post- purchase price adjustment clause (the “Adjustment”) set forth that Seller

key decisions of the Delaware courts on corporate and commercial issues, along with other significant developments in ... allegedly approving business plans that contemplated (and countenanced) illegal marketing activities ...... Chancellor Parsons p

governance topics, including: advance notice bylaws; ... federal court's earlier dismissal of a substantially similar derivative suit for failure .... Judgment”).(20). Two weeks later, the defendants in the. Delaware action supplemented their motio

Revlon standard; issues of Delaware practice and procedure; remedies available under Delaware law; selection .... The Court reasoned that the question of whether privity exists between the respective shareholder plaintiffs ...... between the opposing

The Delaware Supreme Court and Delaware Court of Chancery are generally regarded as the country's premier business courts, and their decisions carry significant influence over matters of corporate law throughout the country, both because of the court

to the UK's Serious Fraud Office, Vivian. Robinson QC, about the new law. His .... detection techniques), companies should not expect lenient treatment.

The Delaware Supreme Court and Delaware Court of Chancery are generally regarded as the country's premier business courts, ... preliminary injunctions; settlement approval; standing; and other matters of Delaware practice and ...... A detailed notice

error in one of the joint venture agreements during the drafting process. But rather than alert plaintiffs of the .... Vice Chancellor Glasscock, in a letter opinion, held that Edmond D. Costantini (“Costantini”), a former ..... concluded; and (i

Oct 15, 2012 - C. § 102(b). (7), the Court of Chancery held the case over for trial.(25). The Court of Chancery's Ruling ..... Martin Marietta and Vulcan are the two largest construction aggregates companies in the United States. ...... and that the

to a new wave of investigations into whether fraudulent or actionable conduct lies at the heart of recent ... In those situations, a creditors' committee, al- though representative to a degree, may not be able to provide timely .... conducted the cri

and a record number of bank failures, has led to a new wave .... Farland ([email protected]) has four decades of ..... retraining personnel in customer service.

Nov. 3, the Securities and Ex- change Commission (the “SEC”) published proposed Regulation 21F (the. “Proposed Rules”), establishing a pro- gram designed to reward individuals who provide the SEC with information leading to successful enforce