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|Hainan Airlines Delivers a First in Offshore RMB Financing Amidst Record Dim Sum Bond Market Performance|
Eugene Yujie Gu, David E. Neuville, Nancy Yang; Cadwalader, Wickersham & Taft LLP;
October 22, 2014, previously published on October 13, 2014The international market for offshore (ex-mainland China) offerings of debt securities denominated in Renminbi yuan, the currency of the People’s Republic of China, has had a record first half of 2014, with RMB130 billion (approximately US$21.1 billion, at an exchange rate of US$1.00 =...
|Rules Requiring Disclosure of Participation of Women on Boards and in Senior Management coming into force December 31, 2014|
Myreille Gilbert, Jonathan R. Grant, Wendi A. Locke, Genevieve Pinto, Sonia J. Struthers; McCarthy Tétrault LLP;
October 22, 2014, previously published on October 16, 2014The Canadian Securities Administrators (CSA) published October 15, 2014 in final form amendments to the governance disclosure rules contained in National Instrument 58-101 - Disclosure of Corporate Governance Practices (Amendments) that will require public companies which are reporting issuers in...
|Frozen-Out Minority Shareholder Still Owed Corporation Fiduciary Duty|
James S. Singer; Rudolph Friedmann LLP;
October 22, 2014, previously published on October 21, 2014Massachusetts law is clear: both majority and minority shareholders of a closely-held corporation owe each other (as well as to the corporation) a fiduciary duty-a duty of utmost good faith and loyalty. In 1975, the Massachusetts Supreme Judicial Court held in the leading case of Donahue v. Rodd...
|Early Warning Reporting Threshold Remains at 10% While Other Changes to Enhance Transparency Will Be Implemented|
McCarthy Tetrault LLP;
October 22, 2014, previously published on October 15, 2014On October 10, 2014, the Canadian Securities Administrators (CSA) provided an update on the status of proposed amendments to Canada’s early warning reporting (EWR) system first published in March 2013. After extensive public consultation, the CSA announced that they will proceed with the...
|M&A Update: Chancery Court Orders Financial Advisor to Pay Millions in Damages For Aiding and Abetting Breach of Fiduciary Duty|
Gregory A. Markel, William P. Mills, Martin L. Seidel; Cadwalader, Wickersham & Taft LLP;
October 22, 2014, previously published on October 13, 2014On October 10, 2014, Vice Chancellor Travis Laster ruled that RBC Capital was liable to the former stockholders of Rural/Metro Corporation for $75.8 million - representing 83% of the total damages - for aiding and abetting breaches of the duty of care by Rural/Metro’s board in connection with...
|Skandia: Intra-Company Supplies Treated as Taxable Transactions for VAT Purposes by the Court of Justice of the European Union|
Adam Blakemore, Catherine Richardson; Cadwalader, Wickersham & Taft LLP;
October 22, 2014, previously published on September 24, 2014On 17 September 2104, the Court of Justice of the European Union (the “CJEU”) gave its preliminary ruling in the case of Skandia America Corporation USA, Sweden Branch v Skatterverket (C-7/13) (“Skandia”). The decision of the CJEU has been awaited with interest throughout...
|Court Of Chancery Allocates Fault In Breach Of Loyalty Case|
Edward M. McNally; Morris James LLP;
October 22, 2014, previously published on October 14, 2014In a precedent-setting opinion, the Court of Chancery has allocated damages among some directors and one of their advisers in a breach of fiduciary duty case. This decision has big implications on how breach of duty cases are tried in the Court of Chancery.
|Court Of Chancery Explains Affect Of Stockholder Vote In Non-Controlling Stockholder Case|
Edward M. McNally; Morris James LLP;
October 22, 2014, previously published on October 15, 2014This important decision addresses two tricky questions of Delaware corporate law. First, it clarifies that the informed vote of a majority of the disinterested stockholders will invoke the business judgment rule when there is no controlling stockholder pushing the transaction.
|ISS Proposes 2015 Policy Updates: No Proposal on Unilateral Bylaw Amendments; U.S. Policy Changes Would Introduce Uncertainty for Independent Chair Shareholder Proposals and Implement a Scorecard for Equity Plan Proposals|
Sullivan Cromwell LLP;
October 19, 2014, previously published on October 16, 2014Yesterday, Institutional Shareholder Services, the proxy advisory firm, published proposed changes to its proxy voting guidelines for the 2015 proxy season. The proposals applicable to U.S. companies are limited and do not include any proposed change relating to unilateral bylaw amendments. ISS had...
|Association Law: Pay Attention to Fiscal and Legal Aspects When Establishing an Association|
Michael Rainer, Michael Rainer; GRP Rainer LLP;
October 17, 2014, previously published on October 17, 2014An association is frequently established as a way of pooling the strengths of individuals to form a strong special interest group. Legal and fiscal aspects must be observed when establishing an association.