Searching Content indexed under Directors and Officers by Goodwin Procter LLP ordered by Published Date Descending.
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Exectuive Risks: A Boardroom Guide 2012/2013
Congratulations. You have been invited to serve on a company’s board of directors.
United States
30 Jul 2012
Ten Key Questions To Ask Before Joining A Board (Executive Risks: A Boardroom Guide 2012/2013)
Congratulations. You have been invited to serve on a company's board of directors.
United States
26 Jul 2012
The JOBS Act And Other Recent Congressional Activity — Why REITs Should Care
Real estate investment trusts ("REITs") and other real estate companies seeking to access the public and private capital markets should not overlook certain recent federal government initiatives.
United States
30 Apr 2012
Derivative Suit Filed Against JPMorgan Directors Claiming Breach Of Fiduciary Duty And Unjust Enrichment In Connection With JPMorgan’s $88.3 Million Settlement With OFAC
In a recent shareholder derivative complaint filed in the U.S. District Court for the Southern District of New York, shareholders of JPMorgan Chase & Co. ("JPMorgan") brought a derivative action claiming breach of fiduciary duty and unjust enrichment by the directors of JPMorgan in connection with JPMorgan’s $88.3 million settlement with OFAC to resolve "potential civil liability for apparent violations" of regulations and executive orders administered and enforced by OFAC.
United States
11 Nov 2011
Tweeter Decision Extends WARN Act Liability to Distant Parent Companies
We regularly caution financial sponsors of failing companies about "responsible person" exposure that their entities, their designated directors and the operating management of the failing company may face.
United States
1 Nov 2011
Financial Services Alert – September 27, 2011
The SEC initiated a cease and desist proceeding with respect to the alleged actions of a former principal and partner (the "Partner") of an investment adviser (the "Firm") that manages a number of private equity funds and is registered under the Investment Advisers Act of 1940, as amended (the "Advisers Act").
United States
28 Sep 2011
SEC Concedes Battle Over Mandatory Proxy Access But Amendment Allowing Shareholder Proposals For Proxy Access To Become Effective
Earlier this week, the SEC announced that it would neither seek a rehearing of the D.C. Circuit decision vacating Rule 14a-11 (commonly referred to as the proxy access rule) nor appeal the decision to the U.S. Supreme Court. Rule 14a-11 would have established a mandatory procedure applicable to all public companies (including registered investment companies) under which eligible shareholders could nominate director candidates in the company’s proxy statement.
United States
12 Sep 2011
Financial Services Alert – September 6, 2011
FINRA has published Regulatory Notice 11-39 providing guidance on business communications on social media websites and on personal devices, particularly with respect to recordkeeping and supervision.
United States
7 Sep 2011
Massachusetts State Court Dismisses Two Separate Class Actions By Holders Of Common Shares In Closed End Funds Alleging Injury From Redemption Of The Funds’ Auction Rate Preferred Shares
Two different judges in the same Massachusetts state court dismissed two separate class actions – each brought against an adviser to a group of closed-end funds, certain of the adviser’s affiliates and the funds’ board by holders of the funds’ common shares (and each case involving a different adviser, closed-end fund group and board), holding that those claims must be brought derivatively on the funds’ behalf rather than as direct class actions.
United States
8 Jul 2011
New FINRA Rule 5131 Will Affect Lock-Up Agreements For IPO Shares Held By Officers And Directors Of The Issuer
FINRA Rule 5131 (the "Rule"), portions of which became effective on May 27, 2011, provides new prohibitions and requirements for underwriters when they are pricing and allocating IPO shares.
United States
23 Jun 2011
New FINRA Rule 5131 Will Affect Lock-Up Agreements For IPO Shares Held By Officers And Directors Of The Issuer
FINRA Rule 5131 (the "Rule"), portions of which became effective on May 27, 2011, provides new prohibitions and requirements for underwriters when they are pricing and allocating IPO shares.
United States
31 May 2011
The SEC Has Its Say on "Say on Pay," "Say on Frequency" and "Say on Golden Parachutes"
The rules are generally effective as of April 4, 2011. However, the Dodd-Frank Act requires public companies to implement the say-on-pay and say-on-frequency advisory votes with respect to proxy statements for annual meetings of shareholders occurring on or after January 21, 2011.
United States
11 Feb 2011
SEC Puts Shareholder Proxy Access Rules on Hold Pending Resolution of Legal Challenge
Yesterday, the Securities and Exchange Commission ("SEC") issued a formal stay of the effectiveness of the newly adopted shareholder proxy access rules in the face of a legal challenge brought by the Business Roundtable and the U.S. Chamber of Commerce.
United States
6 Oct 2010
SEC Adopts Proxy Rule Amendments Relating to Shareholder Nomination of Directors
The SEC recently adopted amendments to the proxy rules under the Securities Exchange Act of 1934 (the "1934 Act") that facilitate shareholder nomination of directors.
United States
8 Sep 2010
SEC Adopts Proxy Access Rules to Facilitate Shareholder Nominations of Directors
On August 25, 2010, the Securities and Exchange Commission ("SEC"), by a 3-2 vote, adopted new Exchange Act Rule 14a-11 and related rule amendments, which are commonly referred to as the "proxy access" rules.
United States
2 Sep 2010
Massachusetts High Court Holds That Timing of Derivative Proceeding’s Commencement Relative to Board’s Rejection of Shareholder Demand Does Not Affect Board’s Ability to Pursue Dismissal Based on Business Judgment Rule
Last week, the Supreme Judicial Court of Massachusetts (the "SJC") resolved an unsettled question of Massachusetts law regarding the circumstances under which a Massachusetts corporation or business trust can obtain dismissal of derivative litigation under the business judgment rule.
United States
1 Sep 2010
SEC Staff Temporarily Suspends Requirement that Money Market Fund Boards Must Designate NRSROs
The Staff (the "Staff") of the SEC’s Division of Investment Management recently wrote to the Investment Company Institute (the "ICI") announcing that it would not recommend enforcement action if a money market fund board did not designate at least four nationally recognized statistical rating organizations ("NRSROs") whose ratings would be used by the fund to determine the eligibility of portfolio securities for the purposes of Rule 2a-7 under the Investment Company Act of 1940.
United States
25 Aug 2010
Dodd-Frank Wall Street Reform and Consumer Protection Act - Public Company Impact
On July 21, 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Act"). The Act is aimed in part at accountability and transparency in the financial system and represents the most comprehensive financial reform legislation since the Great Depression.
United States
28 Jul 2010
SEC Adopts Final Rules Requiring Additional Proxy Statement Disclosures And Earlier Disclosure Of Voting Results From Stockholder Meetings
On December 16, 2009, the Securities and Exchange Commission ("SEC") adopted rules requiring companies to make additional disclosures in proxy statements about (i) their board of directors and including director and director nominee qualifications, legal actions involving directors, director nominees or executive officers, board leadership structure and risk oversight; (ii) compensation policies and practices that relate to risk management practices and risk-taking incentives; and (iii) potentia
United States
22 Dec 2009
GGP Ruling Exposes Weaknesses In Popular Bankruptcy Remote SPE Structures
In a recent ruling declining to dismiss the Chapter 11 cases of several subsidiaries of General Growth Properties ("GGP"), the U.S. Bankruptcy Court for the Southern District of New York demonstrated that special purpose entities ("SPEs"), designed to avoid bankruptcy, can nonetheless be subject to bankruptcy proceedings.
United States
25 Aug 2009
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