Announcements
Healthcare
- July 13, 2005 1:32 AM New Content Posted
- July 6, 2005 1:40 AM Related Resources
- June 14, 2005 1:15 AM Sheppard Mullin Announces New Corporate & Securities Blog
- November 14, 2011 6:37 PM California Transparency in Supply Chains Act
- October 17, 2011 2:19 PM Compliance Deadline Looms for New Transparency in Supply Chains Act
- September 29, 2011 4:52 PM SEC Fee Rate Adjustment for Section 6(B), Section 13(E) and Section 14(G) To Be Effective October 1, 2011
- May 25, 2011 2:31 PM Why Every Business Should Have A Social Media Policy
- May 25, 2011 10:53 AM Is Your Company's Social Media Launch Ahead Of Its Compliance Program
- March 9, 2010 1:09 PM Joint Venture Exception to the Usury Laws
- February 1, 2010 6:37 PM Lower Filing Thresholds for HSR Act Premerger Notifications and Interlocking Directorates Announced
- November 24, 2009 3:59 PM First SEC enforcement action under Regulation G for Misleading Non-GAAP Financial Measures
- January 27, 2009 10:22 AM E-Proxy Rules Effective for All Public Companies
- August 26, 2008 8:12 PM Parties May Elect Appellate Review For Arbitration Awards
- August 8, 2008 3:47 PM California Supreme Court Disapproves "Narrow Restraint" Exception For Covenants Not To Compete; Holds General Waivers Should Not Be Interpreted To Waive Non-Waivable Rights
- June 5, 2008 3:21 PM SEC Proposed Amendments to Cross-Border Tender Offer Rules
- March 16, 2006 5:36 PM Automatic Shelf Registration Statements
- March 9, 2006 5:36 PM SEC Approves Nasdaq as a National Securities Exchange
- March 6, 2006 4:54 PM Arbitrators, not Courts, Decide the Validity of Arbitration Clauses
- December 19, 2005 7:14 PM New SEC Rules Affect Periodic Disclosure Requirements
- December 9, 2005 6:37 PM IRS Suspends Section 409A Reporting and Withholding Requirements for 2005
- December 7, 2005 1:48 AM Deferred Compensation: Section 409A Action Steps for 2005
- September 22, 2005 2:02 AM FASB Provides Relief on Issue of "Grant Date" for Equity Compensation
- August 26, 2005 8:18 PM Time to Establish a Deferred Compensation Action Plan
- June 5, 2005 5:39 PM SEC Begins Releasing Comment Letters and Responses
- June 1, 2005 7:27 PM Contact Us
- January 27, 2012 7:01 PM Public Company Control Alert: NYSE Acts to Further Limit Broker Votes on Specified Corporate Governance Proposals
- January 9, 2012 1:00 PM Regulatory Update: SEC Adopts Final Rules Defining "Accredited Investor" Consistent with Dodd-Frank
- December 9, 2011 12:48 PM Delaware Supreme Court Clarifies Scope of Relief A Shareholder Is Entitled For Inspection Of Corporate Books And Records Pursuant To A Section 220 Demand
- September 29, 2011 4:52 PM SEC Fee Rate Adjustment for Section 6(B), Section 13(E) and Section 14(G) To Be Effective October 1, 2011
- September 6, 2011 11:55 AM California Corporations Code Amended to Simplify Restrictions on Distributions and Permit Waivers of Application of Section 500 to Preferences of Preferred Stock
- July 22, 2011 7:10 PM D.C. Circuit Invalidates SEC's Proxy Access Rules
- April 21, 2011 4:48 PM SEC Considering New Regulations Governing Capital Formation for Smaller Companies, Crowdfunding, Social and Other New Media
- March 21, 2011 2:34 PM SPACs 2.0: New SPAC Rules Changes Approved By NASDAQ And NYSE AMEX And New Market Features Make SPACs A More Attractive Investment Vehicle In 2011
- February 17, 2011 4:26 AM New SEC Proposal To Modify Short Form Registration Statement Eligibility Requirements And Repeal Credit Rating-Based Eligibility For Public Offerings Of Non-Convertible Debt Securities
- February 8, 2011 10:16 AM SMRH ALERT: NASDAQ Moves Toward Mandatory Electronic Filing
- February 7, 2011 1:59 PM SEC Proposes Amendments To Reflect Dodd-Frank's Definition Of "Accredited Investor"
- November 17, 2010 3:58 PM SEC Enforcement Action Under Regulation FD For Implicit Communications To Selected Analysts
- October 5, 2010 6:37 AM SEC Stays New Proxy Access Rules
- September 29, 2010 6:13 PM ALERT: Legal Challenge To SEC's Recently Adopted Proxy Access Rules
- September 16, 2010 9:26 AM ALERT: Proxy Access Notice Dates For 2011 Proxy Season Established
- August 27, 2010 1:50 PM SEC Adopts Mandatory Proxy Access Rule for Shareholder Director Nominations -- Applicable for 2011 Proxy Season
- August 17, 2010 1:50 PM Registered Public Offerings Of Debt Securities And The Use Of Credit Ratings Information In SEC Filings After Dodd-Frank
- July 23, 2010 7:59 AM Legal Update: Dodd-Frank Redefines "Accredited Investor"
- April 29, 2010 1:26 PM Recent Court Ruling Exposes Mutual Funds to Whistleblower Suits
- March 1, 2010 8:46 AM United States Supreme Court Clarifies Standard For Determining Corporate Citizenship For Purposes Of Federal Court Diversity Jurisdiction
- January 8, 2010 1:37 PM California Court of Appeal Clarifies Fiduciary Duties When a Company is Insolvent or Nearing Insolvency
- November 24, 2009 3:59 PM First SEC enforcement action under Regulation G for Misleading Non-GAAP Financial Measures
- November 19, 2009 12:44 PM IRS Issues Final Regulations Regarding Annual ISO/ESPP Reporting Requirements
- July 28, 2009 8:35 AM California Supreme Court Holds Corporation Liable for Delivery of Unclaimed Stock
- July 22, 2009 8:19 AM NINTH CIRCUIT RULES THAT D&O POLICIES' "INSURED VERSUS INSURED" EXCLUSION APPLIES TO DEBTORS-IN-POSSESSION AND ASSIGNEE CREDITORS DURING BANKRUPTCY PROCEEDINGS
- April 28, 2009 4:38 PM Delaware Court Confirms LLC Managers And Members Owe Fiduciary Duties And Duties Of Good Faith And Fair Dealing
- October 1, 2008 3:44 PM Governor Vetoes California Legislation Allowing Directors to Consider Factors in Addition to the Interests of Shareholders
- September 30, 2008 1:09 PM NYSE and Nasdaq Amend Tests for Director Independence
- September 24, 2008 6:12 PM The Best Lawyers in America 2009
- September 2, 2008 9:51 PM Delaware Chancery Court Denies Advancement Claim Brought By Former Director Where Subsequent By-Law Amendment Retroactively Limited Advancement Rights Of Former Directors
- August 7, 2008 7:16 PM Proposed California Legislation Would Allow Directors To Consider Factors In Addition to the Interests of Shareholders
- July 22, 2008 3:04 PM Stanford University Study Casts Doubt On The Validity Of Governance Ratings
- June 19, 2007 8:10 PM Delaware Chancery Court Criticizes Small-Cap Company's Board For Failing To Fulfill Revlon Duties When Selling Company To Private Equity Firm
- May 25, 2007 5:39 PM Section 404 Updates: SEC Adopts New Interpretative Guidance And Rules, And PCAOB Adopts New Auditing Standard No. 5
- September 7, 2006 7:57 PM SEC to Revisit Proxy Access
- September 6, 2006 7:49 PM Court Revives Proxy Access Debate
- June 26, 2006 4:25 PM Implementing a Whistleblower System for Foreign Subsidiaries in the EU
- March 15, 2006 1:03 AM HP Stockholders Reject Majority Vote Standard
- March 14, 2006 12:49 AM CA Introduces Bill Requiring Majority Vote in Director Elections
- March 13, 2006 12:31 AM Majority Vote in Director Elections: Alternate Standards
- January 12, 2012 1:57 PM Foreign Corporation's Mere Awareness That Its Products May Ultimately End Up In a Forum State Is Not Sufficient Contact to Support Personal Jurisdiction
- September 26, 2008 5:39 PM Are You Ready For XBRL?
- September 24, 2008 5:19 PM SEC Issues Updated Guidance on the Use of Company Web Sites
- September 8, 2008 2:51 PM Employer That Reviewed Text Messages Violated Employee's Right To Privacy
- June 5, 2008 3:21 PM SEC Proposed Amendments to Cross-Border Tender Offer Rules
- January 15, 2008 7:10 PM Immediate Disclosure Relief For "Smaller Reporting Companies"
- June 19, 2007 8:10 PM Delaware Chancery Court Criticizes Small-Cap Company's Board For Failing To Fulfill Revlon Duties When Selling Company To Private Equity Firm
- August 15, 2006 12:24 PM SEC Adopts Major Changes To Executive Compensation And Related Party Disclosure Requirements
- February 25, 2006 2:12 AM SEC Proposes Amendments to Executive Compensation and Related Party Disclosure
- July 12, 2005 10:27 PM SEC Demands Timely Disclosure of Relationships with Directors
- July 5, 2005 7:46 PM Titan Case Highlights Importance of FCPA Compliance and Accuracy of Representations and Warranties in Filed Contracts
- June 22, 2005 7:45 PM SEC Sharpens Focus on Disclosure of Executive Perks
- June 5, 2005 12:32 PM SEC Brings Action for Reaffirmation of Earnings Guidance
- June 5, 2005 10:40 AM Companies Reduce Quarterly Earnings Guidance
- June 7, 2010 11:02 AM Third Thursday Emerging Company Webinar: Preparing for the M&A Exit
- June 7, 2010 11:00 AM Third Thursday Emerging Company Webinar: The Return of the IPO as a Viable Exit - Key Indicators, Considerations and Early Action Items
- June 5, 2010 10:47 AM Third Thursday Emerging Company Webinar: Doing Business With The Government
- June 3, 2010 10:46 AM Third Thursday Emerging Company Webinar: Dealing With Vendors/Distributors and What Happens if They Fail
- June 1, 2010 10:43 AM Third Thursday Emerging Company Webinar: OUTSOURCING AND OFFSHORING: Business Strategies and Legal Considerations for Emerging Companies
- May 1, 2010 10:42 AM Third Thursday Emerging Company Webinar: SEED AND ANGEL CAPITAL: The Case for Convertible Notes
- April 1, 2010 10:40 AM Third Thursday Emerging Company Webinar: Legal Issues Surrounding Using The Internet -- Advertising, e-Commerce, & Social Networking
- March 1, 2010 10:40 AM Third Thursday Emerging Company Webinar: Formation Issues and Changes In Structure -- Tax Considerations
- February 1, 2010 10:39 AM Third Thursday Emerging Company Webinar: What Happens If You Get Sued - Litigation Basics
- January 1, 2010 10:38 AM Third Thursday Emerging Company Webinar: Stock Options and Other Equity Compensation Arrangements for Start-Up Companies
- December 1, 2009 10:37 AM Third Thursday Emerging Company Webinar: Space Requirements for Start-Up Companies
- November 1, 2009 10:31 AM Third Thursday Emerging Company Webinar: Protection of Intellectual Property
- October 1, 2009 10:30 AM Third Thursday Emerging Company Webinar: Employment Basics for Start-ups
- September 1, 2009 10:18 AM Third Thursday Emerging Company Webinar: Sources of Capital
Healthcare
- August 31, 2010 9:29 AM Department Of Labor Attempts To Extend The "Christian Doctrine" To Subcontracts
- April 28, 2010 12:32 PM New Healthcare Law Requires Financial Disclosures By Referring Physicians
- March 11, 2009 5:16 PM HIPAA Statutory Changes Require Action Now by Providers, Plans and Their Business Associates
- February 19, 2009 5:37 PM The COBRA premium subsidy under the American Recovery and Reinvestment Act of 2009 - What Employers and Plan Administrators need to know.
- January 20, 2009 7:36 PM California Supreme Court Says "NO" To Balance Billing in the Emergency Room Setting
- November 7, 2008 4:49 PM California Closes Gap on Billing for Diagnostic Imaging Services
- March 14, 2011 4:29 PM -- Up-to-Date Say-On-Pay Voting Results --
- January 11, 2012 1:11 PM SEC Changes Policy on Admitting Guilt in Settlements of Enforcement Actions
- November 17, 2010 3:58 PM SEC Enforcement Action Under Regulation FD For Implicit Communications To Selected Analysts
- September 2, 2010 7:12 AM New York State Amends Power of Attorney Law
- April 1, 2010 7:03 AM One's Crisis is Another's Opportunity: Section 363 Sales
- February 16, 2010 1:43 PM SEC Revamps Its Division Of Enforcement With Specialized Units And Cooperation Agreements With Insiders
- February 1, 2010 6:37 PM Lower Filing Thresholds for HSR Act Premerger Notifications and Interlocking Directorates Announced
- December 9, 2009 3:48 PM Ninth Circuit Declines Application Of Loss Causation Principles In Dura Pharmaceuticals In Connection With Criminal Securities Fraud
- November 24, 2009 3:59 PM First SEC enforcement action under Regulation G for Misleading Non-GAAP Financial Measures
- October 5, 2009 12:20 PM Smaller Reporting Companies Given Additional Time to Comply with Auditor Attestation Report on Internal Control over Financial Reporting
- September 22, 2009 9:01 AM NEW YORK FEDERAL DISTRICT COURT REJECTS CREDIT RATING AGENCIES' FIRST AMENDMENT DEFENSE
- August 27, 2009 12:55 PM NINTH CIRCUIT REJECTS ATTEMPT TO EXPAND SCOPE OF SHORT-SWING PROFIT INSIDER LIABILITY CLAIMS UNDER SECTION 16(b)
- July 22, 2009 3:41 PM New Cases Give LLC Owners More Avenues to Avoid the Passive Activity Loss Limitations
- July 15, 2009 8:38 AM SEC approves NYSE Rule change regarding Broker Non-Votes
- February 9, 2009 11:30 AM Ninth Circuit Limits the Scope of In-Term Covenants Not to Compete
- September 17, 2008 5:12 PM DOJ Says OK to Buy First, Investigate Later
- September 15, 2008 6:31 PM A Single "At Will" Clause Does Not An Employee Make
- August 26, 2008 2:52 PM California Amends Corporations Law To Accommodate The SEC'S E-Proxy Rules By Allowing Electronic Delivery Of Annual Reports Without Prior Shareholder Consent
- May 2, 2008 7:32 PM Retailers Face Surge of Lawsuits Over Asking For Zip Codes During Credit Card Transactions and Requesting Personal Information During Merchandise Returns
- April 30, 2008 5:35 PM Ninth Circuit Allows Reinstatement Of Criminal Fraud Charges Against Defendants Who Voluntarily Cooperated With SEC Investigators
- January 17, 2008 9:46 PM Supreme Court Severely Limits Secondary Actors' Exposure To Securities Fraud Lawsuits
- January 7, 2008 3:01 PM "Literally True" Statement In A Prospectus Can Still Support A Federal Securities Claim If, In Context, The Statement Is Materially Misleading
- December 19, 2007 6:13 PM Presentation Of Special Committee Report To Full Board Waives Attorney-Client Privilege
- December 19, 2007 5:54 PM Personal Jurisdiction Over Nonresident Officer Proper Under Delaware Law Only If There Was Active Conduct Performed In Officer's Official Capacity
- November 15, 2007 5:44 PM DOJ, Courts Lessen Pressure On Corporations To Deny Indemnification To Management Targets Of Prosecutions
- November 15, 2007 5:30 PM Delaware Chancery Court Declines To Enjoin Merger, Recognizing High Burden To Succeed In Enjoining Premium Transaction In Absence Of Competing Bid
- November 2, 2007 1:44 PM Delaware Chancery Court Holds That Granting "Spring-Loaded" Stock Options to Executives Without Full Disclosure to Shareholders Violates Fiduciary Duties
- October 25, 2007 5:40 PM Expanded Protections for Directors Navigating the Zone of Insolvency
- October 25, 2007 1:02 PM Securities Law 360 Q&A
- July 2, 2007 1:13 PM High Court Confirms Private Securities Litigation Reform Act's Heightened Requirements for Pleading Scienter
- June 12, 2006 6:52 PM Delaware Supreme Court Affirms Disney Decision
- June 1, 2006 7:46 PM California Court Limits Partnership Non-Compete Agreements
- May 10, 2006 12:02 PM Supreme Court Rules That Federal Law Pre-empts State Law Securities Fraud Class Actions By Holders
- May 8, 2006 4:37 PM Sentencing Guidelines Amended To Remove Requirement That Corporations Waive Privilege To Reduce Sentence
- May 5, 2006 7:54 PM Prosecutors And Regulators Continue To Pressure Corporations To Deny Indemnification To Management Targets
- April 24, 2006 6:04 PM NASDAQ Steps Up Review Of SEC Filings
- April 19, 2006 1:53 PM Liability For False Vendor Confirmations
- April 11, 2006 12:51 PM Nasdaq Issues First Public Reprimand
- April 8, 2006 12:31 AM MAE Clauses Are Not Automatic "Walk Away" Rights
- April 4, 2006 11:59 PM Delaware Court Limits Fraud Protection For Sophisticated Parties
- July 5, 2005 7:46 PM Titan Case Highlights Importance of FCPA Compliance and Accuracy of Representations and Warranties in Filed Contracts
- June 7, 2005 7:21 PM Document Retention Policies Remain Crucial in Wake of Supreme Court's Andersen Ruling
- November 6, 2007 12:21 PM Our Attorneys
- June 1, 2005 11:43 PM Disclaimer
- June 1, 2005 11:43 PM Privacy Policy
- January 27, 2012 6:18 PM Higher Filing Thresholds for HSR Act Premerger Notifications and Interlocking Directorates Announced
- May 31, 2011 6:45 AM Delaware Chancery Court Considers Whether a Reverse Triangular Merger Constitutes an Assignment by Operation of Law
- March 8, 2011 1:58 PM Delaware Court Enjoins Merger Vote Citing Conflicts of Interest of Financial Advisor
- February 10, 2011 3:06 PM New Filing Thresholds for HSR Act Premerger Notifications and Interlocking Directorates Announced
- August 13, 2010 1:09 PM Treatment of Accrued But Unused Vacation in Asset Deals
- February 1, 2010 6:37 PM Lower Filing Thresholds for HSR Act Premerger Notifications and Interlocking Directorates Announced
- July 21, 2009 8:41 AM DELAWARE SUPREME COURT HOLDS THAT MINORITY STOCKHOLDERS IN A SHORT FORM MERGER ARE ENTITLED TO "QUASI-APPRAISAL" REMEDY WHEN MATERIAL FACTS ARE NOT DISCLOSED
- March 31, 2009 12:00 PM Delaware Supreme Court Reverses Chancery Court's Lyondell Decision, Provides Guidance Regarding Application of Revlon Doctrine
- January 8, 2009 6:19 PM New Filing Thresholds for HSR Act Premerger Notifications
- January 8, 2009 5:41 PM Tumultuous Times Lead To "Business Divorces"
- January 8, 2009 5:27 PM Treasury Issues Final Rules Describing Procedures For Reviewing Foreign Investment In U.S. Companies
- July 8, 2008 6:38 PM "Go-Shop" Provisions in M&A Transactions
- January 30, 2008 2:52 PM New HSR Thresholds Announced
- January 30, 2008 2:11 PM Tennessee Court Orders Buyer to Complete Acquisition in Genesco Deal
- January 30, 2008 2:04 PM SEC Amends "Best Price" Rule
- October 24, 2007 5:48 PM The Importance of Well-Crafted MAE Provisions: Sallie Mae in Courtroom Battle with J.C. Flowers-led Buyout Group
- June 19, 2007 8:10 PM Delaware Chancery Court Criticizes Small-Cap Company's Board For Failing To Fulfill Revlon Duties When Selling Company To Private Equity Firm
- June 23, 2006 2:01 PM Assignability of IP License Agreements in Reverse Triangular Mergers
- March 17, 2006 5:37 PM Delaware Ruling Questions Generally Accepted Merger Practices
- June 1, 2005 7:27 PM Mergers and Acquisitions Practice
- June 1, 2005 7:27 PM Securities and Corporate Finance Practice
- January 3, 2002 1:33 PM Securities Litigation
- September 24, 2008 1:42 PM Sheppard Mullin Corporate Practice
- September 23, 2008 6:01 PM Corporate Finance Law Blog
- September 22, 2008 6:03 PM Corporate Governance at CorpGove.net
- September 21, 2008 6:05 PM DealLawyers.com Blog
- July 20, 2008 1:40 PM Harvard Law School Corporate Governance Blog
- July 10, 2008 5:55 PM PondelWilkinson Investor Relations Online Journal
- July 9, 2008 6:07 PM TheCorporateCounsel.net Blog
- May 4, 2011 4:38 PM The First 100 Days of Say-On-Pay Mark Many More Failed Votes and the Advent of Say-On-Golden Parachutes
- March 14, 2011 4:29 PM -- Up-to-Date Say-On-Pay Voting Results --
- January 4, 2012 3:17 PM New York High Court Holds That State Blue Sky Law Does Not Preempt Common Law Claims Involving Securities
- December 9, 2011 12:48 PM Delaware Supreme Court Clarifies Scope of Relief A Shareholder Is Entitled For Inspection Of Corporate Books And Records Pursuant To A Section 220 Demand
- November 23, 2011 6:35 PM Ninth Circuit Latest to Permit Corporate Liability Under Alien Tort Statute; Supreme Court to Resolve Circuit Split in 2012
- October 11, 2011 12:52 PM Delaware Supreme Court Clarifies When a Series of Dispositions will not Trigger an "All or Substantially All" Indenture Covenant
- September 30, 2011 2:28 PM How to Turn a Bankruptcy Reorganization Into an Insider Trading Charge
- September 26, 2011 1:28 PM SEC Rulemaking: Guide to Newly Effective Eligibility Criteria to Replace Credit Ratings in Public Offerings
- September 13, 2011 7:40 AM Tenth Circuit Holds that "Forced Sellers" Resulting From a Squeeze Out Merger Lack Standing to Assert Claims Under Sections 11 and 12(a)(2) the Securities Act of 1933
- September 13, 2011 7:37 AM Second Circuit Holds that Falsity of Estimates of Goodwill and Loan Loss Reserves For Purposes of Sections 11 and 12(a)(2) of the Securities Act of 1933 Hinges on the Speakers' Subjective Belief in the Estimates' Accuracy
- September 12, 2011 11:53 AM Amendments to SEC Rule 14a-8 Allowing Shareholder Proposals for Proxy Access Regimes to Come into Effect
- September 6, 2011 8:00 AM SEC Announces Slight Decrease in Fee Rates for Section 6(b), Section 13(e) and Section 14(g) in Fiscal Year 2012
- August 22, 2011 1:10 PM California Court of Appeal Refuses to Permit an Action for Rescission of a Strategic Transaction, Holding That a Board Has No Duty Under California Law to Include a "Fiduciary Out"
- August 18, 2011 7:15 AM District of Columbia and Seventh Circuits Allow for Corporate Liability Under The Alien Tort Statute, Splitting With Second Circuit
- August 18, 2011 7:04 AM Second Circuit Addresses Materiality at the Pleadings Stage in Two Recent Decisions
- July 21, 2011 7:53 AM Second Circuit Holds That the Private Securities Litigation Reform Act of 1995 Bars All RICO Claims Based Upon Alleged Acts of Securities Fraud
- July 12, 2011 1:12 PM New York High Court Applies the "Single-Entity Exemption" in the Securities Litigation Uniform Standards Act of 1998
- July 5, 2011 4:59 AM Delaware Supreme Court Holds That Insider Trading Claims Alleging Misuse of Confidential Corporate Information Need Not Show Injury To the Corporation
- June 20, 2011 6:47 AM United States Supreme Court Holds that the "Maker" of a Statement for Rule 10b-5 Purposes is the Person or Entity with Ultimate Authority Over the Statement
- June 13, 2011 6:59 AM Delaware Chancery Court Considers Scope of Section 220 Books and Records Demand Made Where Sole Purpose Is to Investigate a Potential Derivative Suit
- June 13, 2011 6:52 AM United States Supreme Court Holds that Securities Fraud Plaintiffs Need Not Establish Loss Causation to Certify a Class
- May 31, 2011 12:58 PM California Court of Appeal Holds That State Courts Have Jurisdiction Over Securities Act Class Actions Unless the Action Is a "Covered Class Action" and Involves a "Covered Security" Under SLUSA
- May 27, 2011 7:50 AM California Court of Appeal Interprets "Controlling Person" Liability Under State and Federal Securities Laws
- May 23, 2011 7:05 AM Second Circuit Holds That Rating Agencies Were Not "Underwriters" or "Controlling Persons" Within the Meaning of the Securities Act of 1933
- May 10, 2011 6:48 PM Ninth Circuit Holds that SOX Whistleblower Provisions Do Not Protect Leaks to the Media
- May 10, 2011 7:18 AM Legal Update: SEC Fee Rate Adjustments on the Horizon
- May 2, 2011 3:23 PM Ninth Circuit Reverses Dismissal of Securities Fraud Class Action Where Complaint was "Loaded with Specific Allegations" to Support a Strong Inference of Scienter
- April 14, 2011 11:51 AM Sixth Circuit Reverses Dismissal of a Shareholder Derivative Action Based Upon the Lack of Independence of the Special Litigation Committee
- March 29, 2011 7:27 AM United States Supreme Court Reiterates Materiality Standard For Securities Fraud Claims Under Rule 10b-5
- March 16, 2011 7:40 AM The Benefits And Challenges Of Forum Selection Bylaws
- March 16, 2011 7:34 AM Second Circuit Clarifies Standard Regarding Knowledge Of Facts That Constitute A Securities Fraud Violation For Purposes Of Triggering The Two-Year Statute Of Limitations For Rule 10b-5 Claims
- February 17, 2011 7:56 AM Delaware Chancery Court Provides Further Clarification as to When the "Entire Fairness" Standard of Review is Appropriate and How It Will Be Applied
- February 4, 2011 7:52 AM Delaware Supreme Court Reverses Chancery Court Dismissal Of Derivative Plaintiff's Section 220 Books And Records Action
- February 2, 2011 1:22 PM District Of Columbia Circuit Holds That Certifications In Financial Statements Do Not Constitute Omissions That Qualify For A Presumption Of Reliance In Fraud Claims Under Rule 10b-5
- February 2, 2011 1:11 PM Tenth Circuit Affirms High Standard For Scienter Pleading In Securities Fraud Cases Against Independent Auditors
- January 21, 2011 3:01 PM Delaware Supreme Court Holds That Chancery Court Is Not Bound By Merger Price Or Fairness Opinion In Appraisal Proceedings Under Delaware General Corporate Law Section 262(h)
- January 21, 2011 2:57 PM California Court Of Appeal Holds That Privity Of Contract Is Necessary To Maintain An Action For Rescission Under California Corporations Code Sections 25504 And 25504.1
- January 21, 2011 2:51 PM 2010 Year-End Securities Litigation Reports Show a Second Half Increase In New Class Action Filings, With Merger Cases Spiking
- December 29, 2010 1:09 PM SEC Fee Rate Adjustment for Section 6(b), Section (13e) and Section 14(g) to Be Effective December 27, 2010
- December 9, 2010 7:49 AM SEC's Proposed New Reporting Rules for Institutional Investment Managers
- November 17, 2010 3:13 PM Fifth Circuit Rejects Section 10(b) Scheme Liability in Absence of Explicit Attribution of Conduct or Statements to Defendant
- October 28, 2010 9:15 AM Delaware Supreme Court Clarifies Law Regarding Standing Of Plaintiff-Shareholders To Bring A Post-Merger Double Derivative Action
- October 28, 2010 9:10 AM District Court Holds No D&O Insurance Coverage For Attorneys' Fees And Costs Incurred In Voluntary Response To SEC Investigation
- October 27, 2010 2:13 PM New York's High Court Rejects Attempts To Expand Liability Of Outside Professional Service Providers For Failing To Detect Corporate Fraud
- October 22, 2010 12:40 PM Delaware Supreme Court Requires Credible Evidence Of A "Proper Purpose" To Review A Corporation's Books And Records
- October 12, 2010 7:02 AM SEC Adjusts Fee Rates for Section 6(b), Section (13e) and Section 14(g)
- October 11, 2010 8:31 AM SEC'S INTERPRETIVE MD&A GUIDANCE ON LIQUIDITY AND CAPITAL RESOURCES AND PROPOSED NEW RULES ON SHORT-TERM BORROWING DISCLOSURE
- October 8, 2010 10:34 AM Second Circuit Holds That No Private Right Of Action Exists Under Section 304 Of The Sarbanes-Oxley Act
- October 8, 2010 9:57 AM California Court Of Appeal Holds That Shareholders Have Standing To Pursue Derivative Actions After Dissolution Of A Corporation
- September 30, 2010 9:28 AM Second Circuit Holds That Corporations Cannot Be Held Liable For Claims Brought Under The Alien Tort Statute
- September 28, 2010 12:19 PM Second Circuit Rejects Application Of "Bespeaks Caution" Doctrine To Statement Containing Both Historical And Forward-Looking Elements
- September 20, 2010 7:40 AM Third Circuit Rejects The "Fraud-Created-The-Market" Theory Of Reliance In A Section 10(b) Private Securities Fraud Action
- August 27, 2010 1:50 PM SEC Adopts Mandatory Proxy Access Rule for Shareholder Director Nominations -- Applicable for 2011 Proxy Season
- August 27, 2010 11:46 AM Third Circuit Holds That Mixed Present/Future Statements Are Protected By Reform Act Safe Harbor
- August 27, 2010 7:34 AM Ninth Circuit Rejects Private Right Of Action To Enforce Section 13(a) Of The Investment Company Act Of 1940
- August 23, 2010 7:48 AM D.C. Circuit Vacates Proposed Fee For NYSE Arca "Depth-Of-Book" Data And Remands To SEC For Further Review
- August 13, 2010 8:14 AM Ninth Circuit Holds That Scienter May Be Established Through An Objective Evaluation Of A Defendant's Deliberate Recklessness
- August 11, 2010 7:10 AM 2010 Mid-Year Securities Litigation Reports Indicate That New Federal Securities Class Action Filings Continue To Decline, Returning To Pre-Recession Levels
- July 30, 2010 5:14 AM United States Supreme Court Limits Extraterritorial Reach Of Private Federal Securities Claims
- July 30, 2010 4:09 AM United States Supreme Court Limits Scope Of Federal Criminal "Honest Services" Fraud Statute
- July 23, 2010 3:40 PM Ninth Circuit Holds That Safe Harbor Provision Of The Reform Act Applies To Forward-Looking Statements Accompanied By Cautionary Language And Forward-Looking Statements Made Without Actual Knowledge Of Falsity
- July 23, 2010 3:34 PM Delaware Chancery Court Applies "Unified Standard" For Reviewing Controlling Stockholder Freeze-Outs; Certifies Issue For Interlocutory Appeal To Delaware Supreme Court
- July 23, 2010 3:25 PM District Of Columbia Circuit Holds That Providing Attorney Work Product To Independent Auditors Does Not Per Se Waive The Protection Of The Work Product Doctrine
- July 1, 2010 6:44 PM Sixth Circuit Skirts Jurisdictional Issue in Denying Reinstatement to Alleged SOX Whistleblower
- June 21, 2010 3:20 PM Delaware Chancery Court Enjoins Stockholder Vote For Lack Of Adequate Disclosures In Proxy Statement
- June 21, 2010 3:08 PM In A Case Of First Impression, Delaware Chancery Court Holds That Preferred Stockholders Have The Right To Bring Derivative Actions
- June 15, 2010 5:52 PM Arizona Federal District Court Holds That Securities & Exchange Commission Need Not Allege Wrongdoing On The Part Of CEO When Pursuing Reimbursement Under Section 304 Of Sarbanes-Oxley Act
- June 8, 2010 8:21 AM Delaware Chancery Court Dismisses Derivative Plaintiff's Section 220 Books And Records Action
- June 8, 2010 8:10 AM Second Circuit Affirms Dismissal Of Securities Fraud Complaint, But Rejects Reform Act Safe Harbor Defense
- May 10, 2010 1:14 PM California Court Of Appeal Applies Three-Year Limitation Under Delaware Law To Claim Against Dissolved Delaware Corporation
- May 7, 2010 2:35 PM United States Supreme Court Clarifies Statute Of Limitations For Private Securities Fraud Actions
- May 7, 2010 2:29 PM Second Circuit Affirms Dismissal Of Securities Fraud Claims Against Secondary Actors Because Alleged False Statements Were Not Attributed To Them
- May 7, 2010 2:16 PM California Court Of Appeal Affirms Dismissal Of Shareholder Derivative Action Where Company Refused Demand
- April 29, 2010 1:26 PM Recent Court Ruling Exposes Mutual Funds to Whistleblower Suits
- April 6, 2010 10:50 AM In Omnicom Second Circuit Provides Guidance On What Type Of Information Will Justify Investor Reliance For Securities Fraud
- March 26, 2010 1:24 PM First Circuit, Sitting En Banc, Clarifies What It Means To "Make" A Statement Under SEC Rule 10b-5(b)
- March 8, 2010 8:05 AM Tenth Circuit Holds Corporate Shareholders Do Not Have Standing Under Rico To Sue Derivatively For Alleged Injuries To Corporation
- March 1, 2010 8:52 AM Second Circuit Vacates Dismissal Of Securities Fraud Claims Holding That Mutual Funds' Alleged Misrepresentations Regarding Payment Of Transfer Agent Fees Were Material
- February 22, 2010 4:40 PM Ninth Circuit Affirms Dismissal Of Section 14(a) Class Action Holding That A Share Dilution Theory For Pleading Economic Loss Is Unsupported By Case Law
- February 12, 2010 9:06 AM Eleventh Circuit Affirms Dismissal Of Options Backdating Securities Fraud Class Action For Failure To Meet Reform Act's Heightened Pleading Standards
- February 12, 2010 9:00 AM Sixth Circuit Affirms Dismissal Of Securities Fraud Complaint Where Inference Of Scienter Was Not Supported By Sufficiently Particularized Allegations Of Fact
- February 12, 2010 8:55 AM 2009 Year-End Securities Litigation Reports Are Out; Filings Are Down Following Easing Of The Financial Crisis And Reduced Stock Price Volatility
- January 4, 2010 2:54 PM California Court Of Appeal Addresses Important Issues Affecting Shareholder Derivative Claims
- December 22, 2009 8:30 AM Second Circuit Affirms Dismissal Of Antitrust Class Action Due To Implied Preclusion By The Securities Laws
- December 21, 2009 8:13 AM SEC ADJUSTS FEE RATES FOR SECTION 6(b), SECTION (13e) and SECTION 14(g)
- December 9, 2009 3:48 PM Ninth Circuit Declines Application Of Loss Causation Principles In Dura Pharmaceuticals In Connection With Criminal Securities Fraud
- December 7, 2009 9:15 AM Ninth Circuit Reaffirms Existing Precedent On Materiality And "Motive And Opportunity" Scienter Allegations
- October 13, 2009 2:25 PM Second Circuit Reverses Order Disqualifying Defense Counsel In Suit Over Demutualization Of Insurance Company
- October 8, 2009 8:42 AM Ninth Circuit Holds That Absence Of "Upjohn Warning" Does Not Bar Admissibility In Criminal Prosecution Of Statements Elicited By Corporate Counsel During Internal Investigation
- October 6, 2009 11:23 AM SEC Signals Proxy Access Rules Not Likely To Be Effective For The 2010 Proxy Season, But It May Adopt Other Proxy And Risk Disclosure Enhancements In Time For 2010
- October 1, 2009 2:00 PM DELAWARE SENATE CONFIRMS J. TRAVIS LASTER AS NEWEST MEMBER OF CHANCERY COURT
- August 7, 2009 2:10 PM SECOND CIRCUIT HOLDS THAT COMPUTER HACKING FOR PURPOSES OF TRADING ON INSIDE INFORMATION MAY BE A "DECEPTIVE DEVICE" UNDER SECTION 10(b) EVEN IN THE ABSENCE OF A BREACH OF ANY FIDUCIARY DUTY
- July 31, 2009 3:45 PM Law 360 Q&A
- July 29, 2009 3:26 PM 2009 MID-YEAR SECURITIES LITIGATION REPORTS ARE OUT; FILINGS HAVE LEVELED OFF
- June 18, 2009 11:20 AM THIRD CIRCUIT APPLIES TELLABS TO REJECT MOTIVE AND OPPORTUNITY TEST IN FAVOR OF A "HOLISTIC APPROACH" TO PLEADING SCIENTER IN SECURITIES FRAUD ACTIONS
- March 3, 2009 2:06 PM Ninth Circuit Affirms Dismissal of Securities Fraud Complaint Where Alleged Misrepresentations and Omissions in Tender Offer Documents Were Immaterial
- February 3, 2009 10:14 AM Delaware Supreme Court Rejects Application Of Entire Fairness Scrutiny In Controlling Shareholder's Non-Coercive Offer
- February 3, 2009 10:03 AM Delaware Supreme Court Confirms that Directors' Fiduciary Duties of Loyalty and Care Apply Equally to Executive Officers
- February 3, 2009 10:00 AM Ninth Circuit Reaffirms Particularity Requirement In Securities Fraud Actions For Pleading Scienter
- January 7, 2009 5:52 PM 2008 Year-End Securities Litigation Reports Are Out; The Financial Sector Was Hit Hardest By Increased Class Action Filings
- January 6, 2009 1:25 PM Ninth Circuit Holds That Section 304 Of The Sarbanes Oxley Act Does Not Provide Litigants With A Private Right Of Action
- December 4, 2008 12:56 PM Ninth Circuit Rejects Theory Of "Collective Scienter" And Reaffirms Pre-Tellabs Authority
- November 11, 2008 12:38 PM The Delaware Chancery Court Rejects Attempt By Acquirer To Cancel Merger Amid Worldwide Credit Crisis
- November 7, 2008 10:42 PM Ninth Circuit Limits Scope Of Settlement Bar Orders In Securities Class Action Settlement
- November 7, 2008 8:48 PM Second Circuit Applies Fraud-On-The-Market Doctrine To Research Analyst Reports
- September 23, 2008 6:47 PM Ninth Circuit Reaffirms That The "Core Operations Inference," Standing Alone, Is Insufficient To Support A Strong Inference Of Scienter In Securities Fraud Actions
- September 22, 2008 10:34 PM Ninth Circuit Reverses Dismissal Of Securities Fraud Complaint On Loss Causation Grounds Despite Three-Month Delay Between Corrective Disclosure And Market Reaction
- September 19, 2008 6:19 PM SEC Temporarily Relaxes Restrictions on Issuer Repurchases
- September 5, 2008 8:57 PM SEC Sanctions E&Y and Director of Three Public Audit Clients for Failure to Disclose a Business Relationship that Impaired E&Y's Independence
- August 26, 2008 3:18 PM Delaware Chancery Court Questions Good Faith of Directors in Sale of Company to Unrelated Party at a Premium
- August 7, 2008 2:12 PM Second Circuit Holds That "Interpositioning" Transactions Do Not Constitute Deceptive Acts To Support Criminal Securities Fraud Liability
- August 7, 2008 1:04 PM Ninth Circuit Affirms Dismissal With Prejudice Of Corinthian Colleges Securities Fraud Class Action
- August 7, 2008 12:17 PM 2008 Mid-Year Securities Litigation Reports Are Out, And The Numbers Are Up
- July 22, 2008 2:54 PM Delaware Chancery Court Holds That Self-Interested Directorial Compensation Decisions Made Without Independent Protections Will Not Survive An Entire Fairness Review
- July 17, 2008 7:32 PM Delaware Chancery Court Issues Rulings On Preliminary Injunctions Regarding Materiality Of Disclosures In Proxy Statements
- July 17, 2008 1:56 PM Second Circuit Rejects "Collective Scienter" Theory For Pleading A Securities Fraud Claim Against A Corporation
- July 8, 2008 5:36 PM Ninth Circuit Allows SEC To Proceed Against Director For Insider Trading Even Where Director Owed No Fiduciary Duty To Company Whose Stock He Traded
- July 8, 2008 4:09 PM Delaware Chancery Court Holds That Advance Notice Provisions Must Clearly And Unambiguously Separate Nomination And Election Of Directors To Be Effective
- July 8, 2008 3:01 PM Delaware Chancery Court Holds That IAC Spin-Offs Can Proceed Without Liberty's Consent
- July 8, 2008 2:51 PM Delaware Chancery Court Holds That Advance Notice Bylaws Must Clearly State That They Apply To Self-Funded Proxy Solicitations
- March 21, 2008 3:55 PM The National Law Journal Features Special Article By Sheppard Mullin Lawyers Analyzing Lower Courts' Application Of Tellabs
- February 29, 2008 3:13 PM New York's Highest Court Holds That Members Of Limited Liability Company May Bring Derivative Suits On The LLC'S Behalf
- February 25, 2008 6:35 PM California Supreme Court Imposes A Continuous Ownership Rule On Plaintiffs In Shareholder Derivative Actions
- February 25, 2008 6:30 PM Delaware Supreme Court Holds That Board Members Who Do Not Own Shares Lack Standing To File A Derivative Suit
- June 1, 2005 7:27 PM RSS
- January 17, 2012 1:03 PM Further Relief on Section 6045B Reporting
- January 9, 2012 2:39 PM Update on New Reporting Rules for Stock Splits, Recapitalizations, Mergers and Acquisitions
- November 2, 2011 2:46 PM IRS Launches Voluntary Worker Reclassification Program
- March 15, 2011 2:29 PM New IRS Reporting Rules for Stock Splits, Mergers and Acquisitions
- February 22, 2011 9:01 AM IRS Announces Second Special Voluntary Disclosure Initiative for Taxpayers With Undisclosed Offshore Accounts
- January 26, 2011 8:08 AM General Counsel and State Tax Notices
- January 10, 2011 1:40 PM Extension of 100% Gain Exclusion for Qualified Small Business Stock
- December 23, 2010 1:13 PM Major Changes to the Federal Transfer Tax System
- September 29, 2010 1:54 PM Congress Enacts 2010 Small Business Jobs Act
- September 20, 2010 12:57 PM IRS Guidance on Series LLCs
- July 1, 2010 7:12 AM IRS Changes Tax Treatment of Community Property for Registered Domestic Partners
- April 14, 2010 12:59 PM Significant Tax Changes in Recently-Enacted "HIRE Act"
- February 4, 2010 3:22 PM Tax Provisions in President Obama's Budget Proposal; Expiring Tax Provisions
- December 3, 2009 8:00 AM Newly Enacted 5-Year NOL Carryback Election To Provide Significant Tax Savings
- October 8, 2009 8:29 AM California Tax Commission Report
- September 16, 2009 9:27 AM FIRST CIRCUIT HOLDS THAT TAX ACCRUAL WORK PAPERS ARE NOT PROTECTED UNDER THE ATTORNEY WORK PRODUCT DOCTRINE
- May 27, 2009 2:12 PM City of Los Angeles Tax Penalty Amnesty Program
- April 13, 2009 3:40 PM Modifications of home loans under government program will not adversely affect REMICs
- March 13, 2009 12:35 PM Notice about Section 338(h)(10) Elections and State Conformity
- February 19, 2009 5:37 PM The COBRA premium subsidy under the American Recovery and Reinvestment Act of 2009 - What Employers and Plan Administrators need to know.
- February 13, 2009 5:14 PM Tax Relief For Investment, Restructuring, Refinancing And Other Business Activity
- January 26, 2009 4:28 PM Changes in the Estate and Gift Tax Law, Effective January 1, 2009:
- January 26, 2009 4:09 PM Reminder For Corporations To Issue Annual ISO/ESPP Information Statements To Employees By January 31
- January 8, 2009 4:37 PM Dealing With Troubled Companies - Does Purchasing Assets Avoid Seller Liabilities?
- November 7, 2008 12:14 PM Minimizing Taxes For Foreign Investors In China
- October 21, 2008 5:28 PM Impact of the Emergency Economic Stabilization Act of 2008 on Executive Compensation Issues
- September 29, 2008 2:43 PM Mandatory Stock Option Exercises - A Benefit for Both Employer and Executive?
- September 20, 2008 5:44 PM Whistleblowers That Report Tax Evasion Will Now Be Protected And Paid To Tattle
- September 12, 2008 1:18 PM The Long Arm of 409A
- July 23, 2008 7:55 PM Proposed Regulations Revise Annual ISO/ESPP Reporting Requirements
- July 8, 2008 6:44 PM Reminder: Act Now! 409A Transition Relief Set to Expire December 31, 2008
- June 17, 2008 4:14 PM Summary of HEART Law (U.S. Expatriation Tax Provisions)
- May 23, 2008 12:55 PM Relief for Securitization Vehicles: Mortgage Modification under Foreclosure Prevention Programs
- May 15, 2008 12:57 PM 403(b) PLAN EMPLOYERS MUST ACT SOON
- April 11, 2008 6:35 PM FTB Won't Appeal Ruling on Unconstitutionality of LLC Fee
- February 26, 2008 8:37 PM IRS Confirms Significant Change in the Landscape of 162(m) Performance-Based Compensation Arrangements
- February 14, 2008 3:40 PM Significant Change in the Landscape of 162(m) Performance-Based Compensation Arrangements
- January 24, 2008 5:46 PM Reminder For Corporations To Issue Annual ISO/ESPP Information Statements To Employees By January 31
- June 6, 2007 7:11 PM IRC 162(m) - Covered Employees
- April 11, 2007 6:03 PM IRS Publishes Final Regulations Under Section 409A
- March 12, 2007 1:53 PM Upcoming Design Changes to Compensatory Equity Plans
- October 5, 2006 7:13 PM IRS Extends Deadlines for IRC 409A
- June 6, 2006 7:04 PM Update - Mexico Takes Action Against CPAs In Enforcing Transfer Pricing Rules
- May 17, 2006 1:08 PM China Expands Transfer Pricing Audits
- May 4, 2006 5:56 PM Migrating Intangibles Offshore - Don't be Caught with a Transfer Pricing Assessment
- May 2, 2006 2:00 PM Mexico Increases its Focus on Transfer Pricing Through Tax Audits and Financial Statement Review
- June 1, 2005 3:44 AM Representative Transactions
