Searching Content indexed under Corporate Governance by Roland Hlawaty ordered by Published Date Descending.
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Deferential Business Judgment Rule Can Apply To Going Private Transactions With Controlling Stockholders
Court of Chancery determines that the use of both a special committee and majority-of-the-minority vote will result in application of the business judgment rule.
United States
12 Jun 2013
The SEC Finally Embraces Social Media As An Acceptable Channel Of Communication For Regulation FD Purposes
Seeking to encourage issuers to use new forms of communication that enhance the flow of information to the investing public, the Securities and Exchange Commission issued a press release and related report to clarify that social media, such as Facebook and Twitter, can be considered acceptable channels of communication for purposes of complying with Regulation Fair Disclosure.
United States
15 Apr 2013
NYSE And NASDAQ Adopt Final Rules For Compensation Committees
In furtherance of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the Securities and Exchange Commission adopted new Rule 10C-1 under the Securities Exchange Act of 1934.
United States
4 Feb 2013
Delaware Court Re-Iterates The Contractual Nature Of Fiduciary Duties Owed To Limited Partners
Recognizes that governing agreement may limit the reach of the implied covenant of good faith and fair dealing.
United States
15 Mar 2012
Delaware Court Confirms That In Appraisal Action "Fair Value" Of Preferred Stock Is Determined By Reference To Its Contractual Rights
Preferred stock provisions have been the subject of countless judicial decisions over the years.
United States
6 Mar 2012
Delaware Court Asked To Resolve Dispute Over Standard M&A Contract Terms
Court denies summary judgment where contract terms are ambiguous and conflicting and the parties’ intent not clear from the record.
United States
25 Jan 2012
Delaware Supreme Court Provides Guidance On Interpretation Of "Boilerplate" Indenture Provisions
Proposed corporate splitoff not sufficiently tied to previous transactions to require aggregation under bond indenture’s "successor obligor provision"
United States
16 Nov 2011
Delaware Court Finds That Intimidation Can Strip Otherwise Disinterested Board Members Of Their Status As Independent Directors
When contesting a decision of a corporate board of directors, one way for plaintiffs to overcome the presumption of the business judgment rule is to establish that a majority of the board members lacked "independence."
United States
3 Nov 2011
Delaware Court Delays Shareholders Meeting Called To Approve Merger Pending Distribution Of Enhanced Disclosures
While dismissing challenge to board process, Court criticizes disclosures of financial advisor compensation and post-closing employment opportunities for target CEO
United States
4 Oct 2011
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