The Recorder

Corporate Governance and Compliance

Say-On-Pay Votes Trigger Suits

Say-On-Pay Votes Trigger Suits

By Jared L. Kopel | 7/27/11 12:53 PM |

Company boards who approve compensation packages against shareholder recommendations risk facing derivative actions, explains Wilson Sonsini's Jared Kopel.

Retaining Control Post-IPO

Retaining Control Post-IPO

By Kathleen Wells and Ashley Wagner | 2/24/11 5:37 PM |

Companies going public, but unwilling to relinquish control to common stockholders, can create dual-class stock structures to maintain voting power, explain Latham & Watkins attorneys.

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Litigation Drives Corporate Change

Litigation Drives Corporate Change

By Brian J. Robbins and Jay R. Razzouk | 2/22/11 12:46 PM |

When shareholder votes and nonbinding resolutions fail to persuade boards to act, going to court can be effective, explain Robbins Umeda attorneys.

Reviving Competition

Reviving Competition

By Justin Lichterman | 2/18/11 10:33 AM |

In recent securities decisions, the U.S. Supreme Court has taken the lead in preserving competitiveness of domestic capital markets, explains Orrick's Justin Lichterman.

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SEC Willing to Strike a Deal

SEC Willing to Strike a Deal

By Jared Kopel | 1/20/11 10:52 AM |

Complying with investigations and other requirements may result in non-prosecution letters from the commission, explains Jared Kopel of Willson, Sonsini.

New Safe Harbor for Corporate Transgressions

New Safe Harbor for Corporate Transgressions

By Haywood Gilliam | 1/14/11 10:40 AM |

Revised sentensing guidelines let companies mitigate violations with an effective ethics and compliance program, explains Haywood Gilliam of Covington & Burling.

Poison Pills With a Twist

Poison Pills With a Twist

By Louis Lehot, Kevin Rooney and John Tishler | 1/7/11 12:02 PM |

Recent Delaware decisions approve stockholder rights plans with unorthodox provisions, explain Sheppard, Mullin attorneys.

A Guide to Poison Pills

By Louis Lehot, Kevin Rooney, John Tishler and Camille Formosa | 12/31/10 10:36 AM |

Stockholder rights plans are becoming more prevalent in light of changes in the coporate arena, explain Sheppard, Mullin attorneys.

Preparing for Congressional Investigations

Preparing for Congressional Investigations

By Kenneth K. Lee | 12/10/10 10:21 AM |

Jenner & Block's Kenneth Lee provides five steps a company should take to address governmental inquiries.

Control of Forum in Derivative Actions

Control of Forum in Derivative Actions

By Brian J. Robbins and Gregory E. Del Gaizo | 12/9/10 2:31 PM |

Through amendments to corporate documents, corporations are making the choice of where they are sued, explain Robbins Umeda attorneys.

Bounty Hunting Under Dodd-Frank

Bounty Hunting Under Dodd-Frank

By Thad Davis, Michael McGovern and Vanessa Pastora | 11/18/10 4:43 PM |

Hedge funds should take special note of new SEC regulations on whistleblower incentives, say Ropes & Gray attorneys.

Delaware Decisions Complicate Sales of Companies

Delaware Decisions Complicate Sales of Companies

By Christopher Kaufman & Kathleen Wells | 11/11/10 3:05 PM |

Two cases make it difficult for boards to OK transactions with no payout to common stockholders, explain Christopher Kaufman and Kathleen Wells of Latham & Watkins.

Clearing the Path for Double Derivative Suits

Clearing the Path for Double Derivative Suits

By Brian J. Robbins and Gregory E. Del Gaizo | 10/29/10 5:19 PM |

Recent Delaware decisions have loosened the stock ownership requirement for standing in shareholder actions, explain Robbins Umeda attorneys.

Proxy Access' Effect on Management

Proxy Access' Effect on Management

By John Tishler, Louis Lehot and Camille Formosa | 9/15/10 3:13 PM |

Sheppard, Mullin attorneys lay out what corporate board members need to know before the new SEC regulations take effect.

The Nuts and Bolts of Proxy Access

The Nuts and Bolts of Proxy Access

By John Tishler, Louis Lehot and Camille Formosa | 9/10/10 11:05 AM |

Sheppard Mullin attorneys offer a guide to the new SEC regulations on board member nominations.

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