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HTMLM&A Update: New York Court of Appeals Rejects Extension of Common Interest Privilege to Merger Talks
Nathan Bull, William P. Mills, Heather E. Murray, Martin L. Seidel; Cadwalader, Wickersham & Taft LLP;
Legal Alert/Article
July 7, 2016, previously published on June 15, 2016
On June 9, 2016, a divided New York Court of Appeals in a much-anticipated ruling held that the attorney-client privilege can only be maintained for communications involving third parties in situations where litigation is pending or reasonably anticipated. The decision reversed an intermediate...

 

HTMLThe Southern District of New York’s Norske Skog Decision: What Constitutes A Refinancing May Be In The Eye of The Beholder
Ingrid Bagby, Stuart N. Goldstein, William P. Mills, Yushan Ng, Adam D. Summers; Cadwalader, Wickersham & Taft LLP;
Legal Alert/Article
May 26, 2016, previously published on March 29, 2016
The recent decision by the United States District Court for the Southern District of New York in Citibank, N.A. v. Norske Skogindustrier ASA1 could be an important consideration for future drafting and interpretation of debt agreements. While the Court’s decision is in the context of a...

 

HTMLSEC Focuses on Investor Perspective and Use of Technology with New Concept Release
William P. Mills, Gillian Emmett Moldowan, Daniel F. Zimmerman; Cadwalader, Wickersham & Taft LLP;
Legal Alert/Article
May 26, 2016, previously published on May 6, 2016
On April 13, 2016, the U.S. Securities and Exchange Commission issued a concept release on the business and financial disclosures required by Regulation S-K. The release is part of an ongoing comprehensive evaluation by the SEC of disclosure requirements in response to statutory mandates in the...

 

HTMLBroad Anti-Inversion Rules Released
William P. Mills, Linda Z. Swartz; Cadwalader, Wickersham & Taft LLP;
Legal Alert/Article
May 26, 2016, previously published on April 5, 2016
On April 4, 2016, Treasury released new rules making it more difficult for some U.S. companies to invert (“Serial Inversion Regulations”), Proposed Regulations limiting the effectiveness of “earnings stripping” techniques (“Earnings Stripping Regulations”), and...

 

HTMLProposed Amendments to the Delaware Appraisal Statute
Joshua Apfelroth, Mattan Erder, William P. Mills; Cadwalader, Wickersham & Taft LLP;
Legal Alert/Article
May 26, 2016, previously published on April 19, 2016
The Corporation Law Section of the Delaware State Bar Association recently approved proposed legislation to amend the General Corporation Law of the State of Delaware (the “DGCL”). Among the proposed changes are amendments that would mitigate some of the risks presented by stockholder...

 

HTMLHighlights from 2015 and Implications for 2016
Joshua Apfelroth, Lindsey Kister, Gregory A. Markel, Braden McCurrach, William P. Mills; Cadwalader, Wickersham & Taft LLP;
Legal Alert/Article
January 29, 2016, previously published on January 19, 2016
A record-setting year for M&A deal activity, 2015 also yielded several important legal decisions and highlighted significant trends that are likely to influence M&A market participants in 2016 and beyond.

 

HTMLGlass Lewis Opens Registration for Issuer Data Report Requests, including expanding access to certain companies in Canada and Europe
Christopher T. Cox, William P. Mills, Gillian Emmett Moldowan; Cadwalader, Wickersham & Taft LLP;
Legal Alert/Article
January 19, 2016, previously published on January 8, 2016
U.S. companies listed on the NASDAQ and NYSE, as well as certain listed companies in Canada and Europe,1 with annual shareholder meetings scheduled between March 1, 2016 and June 30, 2016 may now register through January 31, 2016 to receive an Issuer Data Report (IDR) from Glass Lewis. The IDR...

 

HTMLDelaware Chancery Court Invalidates Charter and Bylaw Provisions Allowing Only for Cause Removal of Directors Where Board is Not Classified
Andrew Alin, William P. Mills, Timothy Polmateer, Martin L. Seidel; Cadwalader, Wickersham & Taft LLP;
Legal Alert/Article
January 18, 2016, previously published on January 05, 2016
In a December 21, 2015 transcript ruling, the Delaware Chancery Court invalidated the provisions of VAALCO Energy, Inc.’s charter and bylaws that allow for removal of directors only “for cause” even though VAALCO’s board is not classified. Vice Chancellor Laster ruled that...

 

HTML2016 Proxy Season - Quick Reference Guide
Christopher T. Cox, William P. Mills, Gillian Emmett Moldowan, Shane J. Stroud; Cadwalader, Wickersham & Taft LLP;
Legal Alert/Article
December 30, 2015, previously published on December 17, 2015
The year is coming to an end and the 2016 proxy season is on the horizon. This quick reference guide identifies considerations based on themes from 2015, offers recommendations and resources for the upcoming season, and discusses expected future changes in disclosure rules that public companies...

 

HTMLM&A Update: Delaware Supreme Court Upholds Rural Metro Decision, but Financial Advisors Can Breathe a Sigh of Relief
Joshua Apfelroth, Lindsey Kister, William P. Mills, Martin L. Seidel; Cadwalader, Wickersham & Taft LLP;
Legal Alert/Article
December 29, 2015, previously published on December 15, 2015
In a November 30, 2015 decision, the Delaware Supreme Court upheld the Delaware Chancery Court’s $76 million damages award against RBC Capital in In re Rural/Metro Corp. S’holders Litig. The ruling, however, notably rejected the trial court’s characterization of financial advisors...

 


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