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August 09, 2006 |

Multimillion-Dollar Dispute Over World Trade Center Insurance Sent to State Court

A dispute over whether up to $525 million in insurance proceeds has been jeopardized by an agreement reordering ownership rights at the reconstructed World Trade Center site must be decided in state court, a federal judge has ruled. Judge Michael B. Mukasey rebuffed a bid by seven insurance companies to remove to federal court a state lawsuit brought by the Port Authority and developer Larry A. Silverstein seeking a ruling that the new ownership arrangement doesn't affect the insurers' payment obligations.
4 minute read
February 12, 2001 |

The Architect

During his tenure as chief judge of the Delaware Chancery, William T. Allen became a force that rewove the fabric of corporate law. His decisions changed the role of corporate directors, expanding them from passive advisers to active guardians, and today, as a faculty member at New York University, Allen takes satisfaction in the dramatic change in ideology about how corporate boards should be structured and function.
12 minute read
October 09, 2001 |

Defenseless

Kicking Silicon Valley lawyers when they're down seems cruel. But fair or not, there's new cause for snickering from the East Coast. A study by a Harvard Law School professor claims that scores of public companies represented by top Silicon Valley firms received shoddy legal advice in their adolescence -- and could end up paying the price in this weak economy.
5 minute read
September 23, 2004 |

Ex-General Counsel Pleads Guilty in Case of Securities Fraud

The former general counsel of Computer Associates, Steven Woghin, pleaded guilty to two counts of conspiracy to commit securities fraud and obstruction of justice Wednesday. The government also charged former CEO and chairman Sanjay Kumar and Stephen Richards, a top executive, with 10 counts of securities fraud, obstruction of justice and related charges. Woghin is the latest in a line of general counsels to be charged with criminal wrongdoing.
3 minute read
March 24, 2003 |

Not a Good Thing

As does the CEO, so does the GC? That's the claim in a recently amended suit against Martha Stewart Living Omnimedia and eight MSO executives, including General Counsel Gregory Blatt. The plaintiffs, all investors in MSO, claim the GC dumped company stock last spring because he privately knew that CEO Stewart was under investigation for her sale of shares in ImClone Systems.
3 minute read
September 14, 2005 |

Talk Therapy: Handling Shareholder Resolutions

Within the past few years, shareholder resolutions have evolved from an annual nuisance that companies largely ignored to one that companies have to take seriously. An evolving trend is for companies to respond by having corporate secretaries and corporate counsel resolve issues raised in such proposals beforehand, keeping them off the proxy ballot. Tina Van Dam, formerly of The Dow Chemical Co., summed up her approach to winnowing down eight shareholder proposals to one: "dialogue."
9 minute read
July 21, 2006 |

Will Majority Rule Prevail in Electing Corporate Boards?

Majority voting is the big issue of proxy season 2006, dividing businesses and their outside counsel as well. This year more than 140 businesses faced proposals from shareholder activists wanting to alter methods of electing board members. Activists seeking the change hope to increase board members' accountability. Those opposed say it will destabilize companies, letting parties with short-term interests sway board composition. But both sides agree majority voting marks a shift in corporate power dynamics.
14 minute read
February 19, 2004 |

Telecoms Take Safer Antitrust Road

AT&T Wireless' acceptance of a $41 billion bid by Cingular Wireless LLC puts the company on a more predictable regulatory path than if it had selected Vodaphone Group plc's slightly lower offer. And while the Department of Justice's antitrust review will examine competitive overlaps among the merger partners, experts said that at worst, Cingular will have to divest assets in half a dozen markets to secure government clearance.
5 minute read
July 06, 2005 |

Deals on Wheels

Corporate dealmaking has become the hottest niche at New Jersey's biggest law firms and is fueling the competition for laterals. In a recent survey, almost everyone put corporate transactional business atop the lists of growth fields, with some observers citing the state's health sciences companies as the source of much of the work. "That type of work is microcyclical," says Reed Smith's Steven Picco. "It flashes hot and then goes away, and right now it's hot."
6 minute read
December 10, 2007 |

Conference Tackles Role of Shareholder Activism

How much control should the "owners" of American corporations exercise? That was one of the underlying questions as attorneys, academics and investors gathered for a conference on shareholder activism. About 175 people attended the Manhattan conference, the sixth such event organized by the Institutional Investor Educational Foundation. Interest in the event reflects a growing push by large investors to influence the management of companies so as to achieve the best possible return on their money.
5 minute read

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