Searching Content indexed under Corporate Governance by Milbank LLP ordered by Published Date Descending.
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Top 10 Practice Points By Experts: Foreign Private Issuers
Foreign Private Issuers, or FPIs, require a significant amount of guidance from experienced outside counsel.
United States
30 Oct 2017
Foreign Investors Active In The U.S. – Stricter Enforcement Of Criminal Laws Against Senior Management And Ways To Stay Clean For Investors
Company boards and management should take note of the U.S. Department of Justice's increasing focus on the prosecution of individual executives and employees for unlawful corporate conduct.
United States
25 Apr 2016
SEC Final CEO Pay Ratio Rules
The SEC states that pay ratio disclosure is "intended to provide shareholders with a company-specific metric that can assist in their evaluation of a registrant's executive compensation practices."
United States
14 Aug 2015
Delaware Supreme Court Provides Further Guidance On How Delaware Courts Review And Interpret Advance Notice By-Laws
The dispute arose on May 7, 2015 when Opportunity delivered to Hill a notice of intent to present two stockholder proposals and two director nominees at Hill's 2015 annual meeting (the "May 7th Notice").
United States
29 Jul 2015
SEC Proposed Rules To Implement Clawback Provisions Of The Dodd-Frank Act
The SEC has proposed new rules to implement Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, which relates to clawbacks of incentive compensation.
United States
10 Jul 2015
New SEC Proposed Pay-Versus-Performance Rules
The proposal requires the new disclosures to be contained in a prescribed table.
United States
13 May 2015
ISS’ 2015 Draft Policy re: Evaluating Equity Compensation Plans
ISS is seeking feedback from interested parties on the proposed changes to its policies regarding equity plan shareholder proposals.
United States
27 Oct 2014
The Cart Before The Horse: How The Volcker Rule’s Reporting Requirements Accelerate Volcker Rule Implementation And Compliance
The recently adopted Volcker Rule contains two provisions that mandate the first effective compliance requirements of the Volcker Rule.
United States
10 Mar 2014
Corporate Governance Group Client Alert: Deferential Business Judgment Rule Applied To Third Party Acquisition Of Target With A Controlling Stockholder
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 Aug 2013
Court Of Chancery Holds That Forum Selection Bylaws Are Statutorily And Contractually Valid
A Delaware Supreme Court, decision, which increases the legal coverage for boards looking to adopt forum selection bylaws because they share defendants' beliefs that multiforum litigations impose "high costs" on the corporation and hurt investors by causing costs to be borne by stockholders that are not "justified by rational benefits for stockholders from multiforum filings".
United States
10 Jul 2013
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
NetSpend Board In Breach Of "Revlon" Duties As Sale Process Is Determined Not To Be Designed To Produce Best Price
In a highly contextual decision on a motion for a preliminary injunction, Vice Chancellor Glasscock recently held in Brenda Koehler v. NetSpend Holdings Inc. et al that the Board of Directors of NetSpend Holdings, Inc. failed to satisfy its Revlon duties when agreeing to be acquired by Total System Services, Inc.
United States
11 Jun 2013
Amendments Proposed To The Delaware General Corporation Law, Including An Amendment To Streamline Back-End Mergers
The Council of the Corporation Law Section of the Delaware State Bar Association recently proposed several key amendments to the Delaware General Corporation Law that if adopted would, among other things, (i) streamline back-end corporate mergers, effectively eliminating the need for "top up" options, and (ii) create a mechanism by which corporations could ratify corporate actions once considered "void" and incapable of ratification under Delaware law. If
United States
18 Apr 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 Refuses Stockholders’ Call For Preliminary Injunction Of Tender Offer - Determines That Sales Process Was Reasonable And Disclosures Were Adequate
In "In Re Micromet, Inc. Shareholders Litigation", the Delaware Court of Chancery recently reconfirmed that it will not second guess the process used by a target company’s board of directors in connection with a sale of the company, so long as that process is one that does not have the effect of unreasonably deterring prospective bidders.
United States
27 Apr 2012
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
Stockholder Granted Access To Books And Records Of Company Accused Of Fraud
In several decisions handed down over the last two years, the Delaware Court of Chancery has demonstrated its willingness to resolve disputes over demands for access to corporate books and records in favor of the requesting stockholder.
United States
27 Feb 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
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