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Announcements

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

Antitrust/Merger Control

March 13, 2013 1:50 PM Second Circuit Rules That Putative Auction Rate Securities Class Action Complaints Failed to Adequately Plead Antitrust Conspiracy
February 13, 2013 12:30 PM Higher Filing Thresholds for HSR Act Premerger Notifications Effective February 11, 2013
February 8, 2013 1:09 PM FTC Proposes Amendments To The Hart-Scott-Rodino Rules Regarding Withdrawal Of A Premerger Notification Filing
May 10, 2012 9:35 AM Tampering with documents in connection with a merger investigation can land you in jail!
January 27, 2012 6:18 PM Higher Filing Thresholds for HSR Act Premerger Notifications and Interlocking Directorates Announced
February 10, 2011 3:06 PM New Filing Thresholds for HSR Act Premerger Notifications and Interlocking Directorates Announced

Capital Markets

February 11, 2013 4:44 PM SEC Freezes Assets and Brings Civil Charges against EB-5 Investor Visa Project
January 24, 2013 1:40 PM FINRA Adopts Rule 5123 Requiring the Filing of Offering Documents used in Private Placements of Securities
September 5, 2012 11:41 AM At Long Last, A Divided SEC Publishes Proposals To Enable General Solicitation And Advertising For Regulation D And Rule 144A, But Further Delays Effectiveness
July 25, 2012 12:00 PM Update on Timeline for SEC Rulemaking to Implement the JOBS Act and Dodd-Frank Act
April 5, 2012 8:26 PM President Obama Signs JOBS Act: Landmark Reform for Small and Emerging Growth Companies Now Law
March 28, 2012 11:45 AM House Passes Modified JOBS Act and sends to President Obama - Expected to Become Law this Week
March 26, 2012 5:12 PM Senate Passes Modified JOBS Act - Regulatory Reform for Small and Emerging Growth Companies Speeds Closer to Fruition
March 12, 2012 3:44 PM The March Towards Meaningful Reform for Small and Emerging Growth Companies Moves Forward - House Passes Measures to Open Private Capital Raising and Facilitate an On-Ramp of New IPOs
January 9, 2012 1:00 PM Regulatory Update: SEC Adopts Final Rules Defining "Accredited Investor" Consistent with Dodd-Frank
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 26, 2011 1:28 PM SEC Rulemaking: Guide to Newly Effective Eligibility Criteria to Replace Credit Ratings in Public Offerings
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
May 10, 2011 7:18 AM Legal Update: SEC Fee Rate Adjustments on the Horizon
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"

Compliance

May 9, 2013 1:17 PM Ninth Circuit Holds that Federal Securities Laws Preempt California Labor Code's Ban on Forced Patronage at Brokerage Firms
January 11, 2013 1:53 PM Technical Change by Broadridge May Impact Retail Voting at Upcoming Annual Meetings
December 18, 2012 1:34 PM NASDAQ Listed-Issuers Subject to New Rules Relating to Disclosure of Non-compliance with Listing Standards
November 16, 2012 12:49 PM DoJ and SEC Issue Long-Awaited FCPA Guidance
September 21, 2012 8:51 AM Navigating the SEC's Recent Conflict Minerals Rules: Threading the Needle Through Complex Controls and Procedures and Complying with New Disclosure Requirements
August 22, 2012 6:00 PM SEC Adopts Dodd-Frank Rules Regarding Conflict Minerals and Payments by Resource Extraction Issuers and Defers Rules for Implementation of JOBS Act Elimination of Ban on General Solicitation until August 29
June 25, 2012 1:26 PM SEC Adopts New Rules Calling For Greater Independence Standards For Compensation Committees And Their Advisers
April 5, 2012 8:26 PM President Obama Signs JOBS Act: Landmark Reform for Small and Emerging Growth Companies Now Law
March 30, 2012 12:58 PM Second Circuit Effectively Reverses Rejection of SEC's Settlement with Citigroup
March 28, 2012 11:45 AM House Passes Modified JOBS Act and sends to President Obama - Expected to Become Law this Week
March 26, 2012 5:12 PM Senate Passes Modified JOBS Act - Regulatory Reform for Small and Emerging Growth Companies Speeds Closer to Fruition
March 12, 2012 3:44 PM The March Towards Meaningful Reform for Small and Emerging Growth Companies Moves Forward - House Passes Measures to Open Private Capital Raising and Facilitate an On-Ramp of New IPOs
November 14, 2011 6:37 PM California 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
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

Contact Us

June 1, 2005 7:27 PM Contact Us

Corporate Governance

February 27, 2013 12:50 PM California Supreme Court Resolves Court of Appeal Split, Holding that Section 2010 of the California Corporations Code -- California's "Survival Statute" -- Does Not Apply to Foreign Corporations
February 15, 2013 1:51 PM California Court of Appeal Recognizes That Wide Discretion Granted to a Board of Directors Under the Business Judgment Rule May Be Tempered By a Corporation's Private Contractual Obligations to Its Shareholders/Members
January 11, 2013 1:53 PM Technical Change by Broadridge May Impact Retail Voting at Upcoming Annual Meetings
June 25, 2012 1:26 PM SEC Adopts New Rules Calling For Greater Independence Standards For Compensation Committees And Their Advisers
March 19, 2012 4:49 PM Delaware Chancery Court Clarifies When Corporate Officers and Directors are Entitled to Mandatory Indemnification Under DGCL § 145
March 12, 2012 3:44 PM The March Towards Meaningful Reform for Small and Emerging Growth Companies Moves Forward - House Passes Measures to Open Private Capital Raising and Facilitate an On-Ramp of New IPOs
February 22, 2012 6:51 PM California's New Entities: Benefit Corporations and Flexible Purpose Corporations
January 27, 2012 7:01 PM Public Company Control Alert: NYSE Acts to Further Limit Broker Votes on Specified Corporate Governance Proposals
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 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 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
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
May 10, 2011 6:48 PM Ninth Circuit Holds that SOX Whistleblower Provisions Do Not Protect Leaks to the Media
March 16, 2011 7:40 AM The Benefits And Challenges Of Forum Selection Bylaws
February 8, 2011 10:16 AM SMRH ALERT: NASDAQ Moves Toward Mandatory Electronic Filing
February 4, 2011 7:52 AM Delaware Supreme Court Reverses Chancery Court Dismissal Of Derivative Plaintiff's Section 220 Books And Records Action
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)
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

Courts and ADR

Disclosure

August 22, 2012 6:00 PM SEC Adopts Dodd-Frank Rules Regarding Conflict Minerals and Payments by Resource Extraction Issuers and Defers Rules for Implementation of JOBS Act Elimination of Ban on General Solicitation until August 29
April 5, 2012 8:26 PM President Obama Signs JOBS Act: Landmark Reform for Small and Emerging Growth Companies Now Law
March 26, 2012 5:12 PM Senate Passes Modified JOBS Act - Regulatory Reform for Small and Emerging Growth Companies Speeds Closer to Fruition
October 17, 2011 2:19 PM Compliance Deadline Looms for New Transparency in Supply Chains Act
September 12, 2011 11:53 AM Amendments to SEC Rule 14a-8 Allowing Shareholder Proposals for Proxy Access Regimes to Come into Effect
July 22, 2011 7:10 PM D.C. Circuit Invalidates SEC's Proxy Access Rules
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

EB-5

February 11, 2013 4:44 PM SEC Freezes Assets and Brings Civil Charges against EB-5 Investor Visa Project

Emerging Companies

April 5, 2012 8:26 PM President Obama Signs JOBS Act: Landmark Reform for Small and Emerging Growth Companies Now Law
March 26, 2012 5:12 PM Senate Passes Modified JOBS Act - Regulatory Reform for Small and Emerging Growth Companies Speeds Closer to Fruition
March 12, 2012 3:44 PM The March Towards Meaningful Reform for Small and Emerging Growth Companies Moves Forward - House Passes Measures to Open Private Capital Raising and Facilitate an On-Ramp of New IPOs

Events

May 4, 2010 9:13 AM Third Thursday Emerging Company Webinar Series

Executive Compensation

February 7, 2013 1:36 PM New IRS Regulations Regarding Noncompensatory Partnership Options Effective Immediately
December 18, 2012 1:40 PM Public Companies Should Immediately Review Their Peer Groups Used in Executive Compensation Decisions Based on ISS's New Peer Group Selection Guidance and Notify ISS of Any Changes by December 21
July 27, 2008 10:15 AM

Healthcare

December 31, 2012 12:56 PM What Employers Need to Know About Healthcare Reform for 2013
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

Hidden

March 14, 2011 4:29 PM -- Up-to-Date Say-On-Pay Voting Results --

Investigations and Enforcement

May 1, 2013 11:55 AM District Court Grants Motion to Compel Against SEC, Holding that "Facts" Are Not Work Product In SEC Confidential Witness Interviews
March 22, 2013 12:00 PM California's Revised Uniform Limited Liability Company Act
March 6, 2013 2:00 PM United States Supreme Court Declines to Apply the "Discovery Rule" to Extend the Five-Year Statute of Limitations for SEC Punitive Fraud Enforcement Actions
November 16, 2012 12:49 PM DoJ and SEC Issue Long-Awaited FCPA Guidance
August 15, 2012 12:13 PM Second Circuit Holds That SEC Need Not Prove "Proximate Cause" for Aiders and Abettors Under Section 20(e) of the Securities Exchange Act of 1934
June 18, 2012 9:00 AM Eleventh Circuit Reverses In Part Securities Fraud Judgment Against Clearing Broker in an Action Brought by the SEC
January 11, 2012 1:11 PM SEC Changes Policy on Admitting Guilt in Settlements of Enforcement Actions
September 30, 2011 2:28 PM How to Turn a Bankruptcy Reorganization Into an Insider Trading Charge
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
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

Lawyers

November 6, 2007 12:21 PM Our Attorneys

Legal Info

June 1, 2005 11:43 PM Disclaimer
June 1, 2005 11:43 PM Privacy Policy

Life Sciences

February 9, 2011 3:03 PM

Mergers & Acquisitions

April 23, 2013 2:01 PM Delaware Chancery Court Decisions Highlight That a "Crucial Difference" In Analyzing Director Liability For "Bad Faith" In the Context of an M&A Sales Process Is the Seriousness of the Bidder
April 9, 2013 1:17 PM Delaware and California Courts Split as to Whether a Reverse Triangular Merger Results In an Assignment By Operation of Law, Creating Potential Pitfalls for Delaware and Other Foreign Corporations Located in California
January 4, 2013 12:48 PM Delaware Has No Per Se Rule Against "Don't Ask, Don't Waive" Standstill Provisions, But Boards Must be Careful in Using Them
July 18, 2012 2:20 PM California Federal District Court Holds That Section 1312(a) of the California Corporations Code Provides the Exclusive Remedy For Minority Shareholders Seeking to Challenge a Proposed Merger
November 2, 2011 2:46 PM IRS Launches Voluntary Worker Reclassification Program
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
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"
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
May 31, 2011 6:45 AM Delaware Chancery Court Considers Whether a Reverse Triangular Merger Constitutes an Assignment by Operation of Law
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 15, 2011 2:29 PM New IRS Reporting Rules for Stock Splits, Mergers and Acquisitions
March 8, 2011 1:58 PM Delaware Court Enjoins Merger Vote Citing Conflicts of Interest of Financial Advisor
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
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)
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

Other

April 25, 2013 11:50 AM United States Supreme Court Decides Question of Corporate Liability Under Alien Tort Statute On Broader Grounds
April 9, 2013 1:15 PM Cyberattacks a mounting challenge for employers

Practice

February 9, 2012 1:45 PM Capital Markets Practice
June 1, 2005 7:27 PM Mergers and Acquisitions Practice
June 1, 2005 7:27 PM Corporate Governance and Compliance Practice
January 3, 2002 1:33 PM Securities Litigation

Quarterly Newsletter

February 13, 2013 7:45 PM Fourth Quarter 2012
November 2, 2012 5:44 PM Third Quarter 2012
August 8, 2012 3:40 PM Second Quarter 2012
May 29, 2012 3:35 PM First Quarter 2012
February 6, 2012 3:31 PM Fourth Quarter 2011
November 22, 2011 3:25 PM Third Quarter 2011
August 18, 2011 2:02 PM Second Quarter 2011

Resources

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

Say-On-Pay

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 --

Securities Litigation

April 9, 2013 1:16 PM Seventh Circuit Affirms Dismissal of Securities Fraud Class Action, Remanding Question of Sanctions Against Plaintiffs' Counsel
March 27, 2013 12:18 PM Second Circuit Reverses Class Certification Order, Holding That a Clearing Broker's Alleged Knowledge of Fraud Against Shareholders, Absence Direct Involvement, Is Insufficient to Create a Duty of Disclosure
March 11, 2013 12:20 PM Second Circuit Reverses Dismissal of Section 11 and 12(a)(2) Claims, Holding that Plaintiff's Allegations Were Sufficient to Plead a Reasonable Inference of Misrepresentations in a Prospectus
March 7, 2013 12:46 PM Third Circuit Reinforces Limits to Directors' Exposure for Misconduct by Corporate Employees
March 7, 2013 12:45 PM United States Supreme Court Holds that Class Action Securities Fraud Plaintiffs Need Not Prove the Materiality of the Alleged False Statements or Omissions to Support Certification of a Class, Resolving Circuit Split
February 15, 2013 1:50 PM Second Circuit Affirms Dismissal of Securities Fraud Claims Relating to Allegedly Misleading Press Release
February 11, 2013 4:44 PM SEC Freezes Assets and Brings Civil Charges against EB-5 Investor Visa Project
January 31, 2013 8:31 PM Ninth Circuit Applies Securities Litigation Uniform Standards Act to Affirm Dismissal of Section 17200 Class Action Involving Variable Life Insurance Policies
January 10, 2013 4:38 PM The Second Circuit Finds No Section 16(b) Violation Where Different Securities of the Same Issuer Are Bought and Sold
January 8, 2013 2:44 PM Ninth Circuit Applies Heightened Twombly/Iqbal Pleading Standard to Allegations of Tracing in a Section 11 Claim
January 8, 2013 2:08 PM Ninth Circuit Reiterates that District Courts Must Analyze Allegations of Scienter "Holistically" In Determining Whether a Plaintiff Has Adequately Pleaded Securities Fraud Claims
November 14, 2012 12:54 PM Delaware Chancery Court Holds That a Stockholder Inadequately Represents a Corporation in Derivative Litigation When He or She Files a Caremark Claim Without First Making a Section 220 Books and Records Demand
November 14, 2012 12:47 PM Delaware Chancery Court Rejects Stockholder's Section 220 Books and Records Demand Based Upon Failure to Demonstrate "Credible Basis" for Inspection
September 25, 2012 12:08 PM Ninth Circuit Holds that Allegations a Defendant Should Have Used a Different Statistical Methodology During Drug Trials is not Sufficient to Allege Falsity Under Section 10(b) and Rule 10b-5
September 5, 2012 9:29 AM California Court of Appeal Refuses to Enforce Non-Compete Against Selling Shareholder
August 22, 2012 5:45 PM New York Appellate Court Adopts Delaware Supreme Court's Tooley Test For Determining Whether a Stockholder's Claim Is Direct or Derivative
July 27, 2012 11:45 AM First Circuit Upholds Dismissal of Securities Fraud Action Based Upon Immateriality of Allegedly Omitted Information
July 25, 2012 11:51 AM Second Circuit Addresses Hybrid Convertible Securities and the "Debt Previously Contracted" Exceptions to Section 16(b) of the Securities Exchange Act of 1934
May 25, 2012 9:29 AM Second Circuit Affirms Dismissal of Securities Class Action Against CBS Due to Plaintiffs' Failure to Plead Scienter and Reliance
May 9, 2012 9:00 AM SEC Staff Issues Report on the Cross-Border Scope of Private Rights of Action for Securities Fraud
March 30, 2012 12:56 PM Fifth Circuit Requires More than "Tangential Relationship" Between Alleged Fraud and Transactions in "Covered Securities" to Support Dismissal Under the Securities Litigation Uniform Standards Act of 1998
March 12, 2012 2:08 PM Second Circuit Clarifies Meaning of "Domestic Transactions" As Used In Morrison v. National Australia Bank
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
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
September 30, 2011 2:28 PM How to Turn a Bankruptcy Reorganization Into an Insider Trading Charge
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
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 6:52 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 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

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June 1, 2005 7:27 PM RSS

Tax

April 4, 2013 1:23 PM Deadline for Filing FICA Tax Refunds is April 15
February 19, 2013 2:24 PM File for FICA Tax Refunds Before April 15
February 15, 2013 1:49 PM 'Permanent' Transfer Tax Relief At Last
February 7, 2013 1:36 PM New IRS Regulations Regarding Noncompensatory Partnership Options Effective Immediately
January 14, 2013 12:52 PM Recent tax law changes of 2013
December 31, 2012 12:56 PM What Employers Need to Know About Healthcare Reform for 2013
December 27, 2012 12:39 PM FTB issues Notice to Retroactively Deny "Qualified Small Business Stock" Tax Benefits. Amended Returns Should be Filed.
October 1, 2012 9:14 AM IRS Issues Proposed Regulations To Make International Grant-Making By Private Foundations Easier
August 9, 2012 8:22 AM IRS Confirms Charitable Contribution Deduction for Gifts Made to Single-Member LLCs
May 14, 2012 6:47 PM IRS Issues New Guidance to Private Foundations on Program Related Investments
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

Transactions

June 1, 2005 3:44 AM Representative Transactions

Venture Capital

April 5, 2012 8:26 PM President Obama Signs JOBS Act: Landmark Reform for Small and Emerging Growth Companies Now Law
March 26, 2012 5:12 PM Senate Passes Modified JOBS Act - Regulatory Reform for Small and Emerging Growth Companies Speeds Closer to Fruition
March 12, 2012 3:44 PM The March Towards Meaningful Reform for Small and Emerging Growth Companies Moves Forward - House Passes Measures to Open Private Capital Raising and Facilitate an On-Ramp of New IPOs
January 9, 2012 1:00 PM Regulatory Update: SEC Adopts Final Rules Defining "Accredited Investor" Consistent with Dodd-Frank
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
April 21, 2011 4:48 PM SEC Considering New Regulations Governing Capital Formation for Smaller Companies, Crowdfunding, Social and Other New Media
February 7, 2011 1:59 PM SEC Proposes Amendments To Reflect Dodd-Frank's Definition Of "Accredited Investor"
January 10, 2011 1:40 PM Extension of 100% Gain Exclusion for Qualified Small Business Stock