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|Federal NFP Corporations Act: What’s Next?|
Timothy Fitzsimmons; Dentons Canada LLP;
November 21, 2014, previously published on October 21, 2014Companies incorporated under the Canada Corporations Act (Part II) were required to be continued under the new Canada Not-For-Profit Corporations Act on or before October 17, 2014.
|Canada Introduces Payment Reporting Legislation: What Mining and Oil & Gas Companies Need to Know|
Graham Erion, John Munnis; Davis LLP;
November 17, 2014, previously published on October 27, 2014On October 23, 2014, the Government of Canada introduced its long-awaited legislation to mandate disclosure of public payments made by mining and oil & gas companies for the commercial development of oil, gas and minerals. The Extractive Sector Transparency Measures Act (the “Act”)...
|How to Tailor Your Strategies for Engaging With Shareholder Activists|
Mintz Levin Cohn Ferris Glovsky Popeo P.C.;
November 17, 2014, previously published on October 30, 2014When it comes to engaging with shareholder activists, one size does not fit all. It’s crucial to think about the activist’s goals and possible outcomes. Is the activist seeking governance reforms, or a short-term return on an investment? How likely is it that the engagement will be...
|Japanese Acquirer Resolves Pension-Related Liabilities of US Subsidiary|
Mark S. Chehi, Neil M. Leff, Ron E. Meisler, Regina Olshan, David C. Olstein; Skadden, Arps, Slate, Meagher & Flom LLP;
November 17, 2014, previously published on November 10, 2014On November 4, 2014, Asahi Tec Corporation (Asahi), a Japanese corporation that acquired U.S.-based Metaldyne Corporation (Metaldyne) in 2007, announced a settlement of its long-running dispute with the Pension Benefit Guaranty Corporation (PBGC) regarding the 2009 termination of Metaldyne’s...
|President Obama Announces Extended Visas for China/US Travel|
Danielle Lifrieri; Mintz Levin Cohn Ferris Glovsky Popeo P.C.;
November 17, 2014, previously published on November 11, 2014Arriving for the Asia-Pacific Economic Cooperation (APEC) summit on November 10, President Obama announced the conclusion of a reciprocal deal with China that will see both countries extend the length of the multiple-entry visitor visas available to citizens visiting the other country.
|Business Judgment Rule Protects Board’s Decision to Maximize the Value of an Insolvent Delaware Corporation Even If It Puts Creditors at Risk|
A. W. "Chip" Phinney, Kevin J. Walsh; Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.;
November 17, 2014, previously published on October 31, 2014Directors of an insolvent corporation face a host of difficult questions. Should they wind up operations or file for bankruptcy to preserve assets for creditors, or chart a riskier course that could lead the company back to profitability and possibly create value for shareholders? If they choose...
|No Control, No Conflict, No Problem|
Joshua Apfelroth, Gregory A. Markel, William P. Mills, Martin L. Seidel; Cadwalader, Wickersham & Taft LLP;
November 15, 2014, previously published on October 31, 2014On October 24th, the Delaware Chancery Court dismissed a lawsuit challenging the merger of Crimson Exploration and Contango Oil & Gas. Minority Crimson stockholders alleged that Oaktree Capital Management, Crimson’s largest stockholder with a 33.7% stake, controlled Crimson and caused it...
|Shanghai Free Trade Zone Further Relaxes Foreign Investment Restrictions on First Anniversary|
Gavin W. H. Guo, Betty F. K. Tam; Johnson Stokes & Master Mayer Brown JSM;
November 15, 2014, previously published on November 6, 2014Since its official launch in 2013, the China (Shanghai) Pilot Free Trade Zone (“Shanghai FTZ”) has recently celebrated its first anniversary. Over the past year, various policies relating to foreign investment have been promulgated in the 29 square kilometre Shanghai Free Trade Zone in...
|ISS Releases QuickScore 3.0 Details: New Governance Factors Consistent with Last Week’s Preview; Data Verification Period From Monday Through November 14|
Francis J. Aquila, Robert Buckholz, Catherine M. Clarkin, Jay Clayton, Audra D. Cohen; Sullivan & Cromwell LLP;
November 14, 2014, previously published on October 30, 2014Yesterday, Institutional Shareholder Services released the details of its updated “QuickScore 3.0” corporate governance rating system. The update was previewed in our firm’s publication on October 27.
|Activist Overthrows Entire Darden Board of Directors: What It Means for Senior Managements|
Lyle G. Ganske, Jennifer C. Lewis, Robert A. Profusek, Lizanne Thomas, Erin S. de la Mare; Jones Day;
November 12, 2014, previously published on October 2014Starboard's 100 percent replacement of Darden Restaurants' board is a landmark activist event. Never before has any board been wholly thrown out of office absent a fundamental financial or operational meltdown. There is little doubt this will embolden activists, and likely stimulate one-upmanship...