Janice A. Liu

SEC Will Permit “Proxy Access” Shareholder Proposals
Laurie A. Cerveny,Chris Cox,Janice A. Liu,Michael P. O'Brien,David K. Robbins,Charles A. Sweet, September 27, 2011
An amendment to SEC Rule 14a-8 that will enable shareholders of U.S. public companies (including investment companies) to submit proposals calling for some form of “proxy access” — that is, a procedure permitting shareholders to include alternative nominees for director in the...

Latest Round of CSX v. The Children’s Investment Fund: No Agreement on Whether Equity Swaps Confer Beneficial Ownership
Stephen D. Alexander,Janice A. Liu,Michael P. O'Brien,David K. Robbins, August 2, 2011
In CSX Corp. v. The Children’s Inv. Fund Mgmt (UK) LLP (July 18, 2011), the 2nd Circuit U.S. Court of Appeals reaffirmed that, for violations of Section 13(d) of the Securities Exchange Act of 1934, the injunctive remedy of vote sterilization is not available where timely and curative...

Another Strike Against Omnicare’s Continued Vitality — California Court Holds Fiduciary Out Not Required Under California Law
Stephen D. Alexander,Janice A. Liu,David K. Robbins, April 14, 2011
In Monty v. Leis (March 30, 2011), the California Court of Appeals held that the board of directors of a California target did not breach its fiduciary duty by failing to include a fiduciary out in an agreement where the target sold a substantial majority of its equity. In doing so, the Court...