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|Considerations on the Use of Electronic Board Portals: Portals Can Provide Increased Efficiency and Security, but Companies Should Be Mindful of Potential Practical and Legal Risks|
Francis J. Aquila, David H. Braff, H. Rodgin Cohen, Brian T. Frawley, Joseph B. Frumkin; Sullivan & Cromwell LLP;
March 27, 2015, previously published on February 11, 2015Board portals and other mechanisms for the electronic dissemination of information to directors of public companies, non-profits and other organizations are in widespread use. Many companies have found that these portals can offer significant benefits, including improved document security, speed...
|Highest Court Lets Fisherman Off the Hook|
Robert J. Cino, Joseph C. Toris; Jackson Lewis P.C.;
March 27, 2015, previously published on March 4, 2015The U.S. Supreme Court has limited the scope of the evidence destruction prohibition of the Sarbanes-Oxley Act (18 U.S.C. § 1519) (“SOX”), a plurality holding that a “tangible object” within the meaning of the section making it illegal for an individual to knowingly...
|U.S. Supreme Court Supports Whistleblower Claim of Employee Fired for Leaking Sensitive Information|
Richard J. Cino, David R. Jimenez, L. Dale Owens; Jackson Lewis P.C.;
March 27, 2015, previously published on January 23, 2015Strictly construing the Whistleblower Protection Act (“WPA”) against the employer (here, the government) and in favor of the employee, the U.S. Supreme Court has ruled a federal air marshal’s whistleblower claim may proceed even though he had leaked confidential air security plans...
|M&A Update: Market Pressures, Favorable Law Spur REIT Conversions and Spinoffs|
William P. Mills, Richard M. Nugent; Cadwalader, Wickersham & Taft LLP;
March 26, 2015, previously published on March 16, 2015Urged on by activists and institutional shareholders, a large number of companies with real estate holdings pursued real estate investment trust (REIT) conversions or spinoffs in 2014. At least half a dozen companies completed REIT transactions last year, including cell tower company Crown Castle...
|China’s New Foreign Investment Law: Implications for Restricted Industry Investments in China|
Rocky T. Lee; Cadwalader, Wickersham & Taft LLP;
March 26, 2015, previously published on March 13, 2015On January 19, 2015, the Ministry of Commerce (the “MOFCOM”) of the People’s Republic of China (the “PRC”) released a draft of a newly proposed Foreign Investment Law for public comment (the “New Law”). If the New Law is passed by the National...
|Looking Ahead: Law Commission Charity Law Consultation|
Paines Alison, Chris Priestley; Withers Bergman LLP;
March 25, 2015, previously published on March 24, 2015The Law Commission has published a consultation paper on specific legal matters relating to charities. Included, among other matters, are charity mergers and incorporations; insolvency; the powers of the Charity Commission and the Charity Tribunal; dispositions of charity land; the cy-près...
|SEC Issues Guidance for Shorter Debt Tender Offers|
William P. Mills, Daniel F. Zimmerman; Cadwalader, Wickersham & Taft LLP;
March 25, 2015, previously published on February 04, 2015On January 23, 2015, the Staff of the U.S. Securities and Exchange Commission (the “SEC”) issued a no-action letter that allows certain tender offers for non-convertible debt securities to remain open for five business days, as opposed to the 20 business day period specified in Rule...
|Law Tips: Incorporation by Reference|
Dustin M. Paul; Vandeventer Black LLP;
March 25, 2015One of the most dangerous things a business can do is agree to contract terms that it has never read. Hidden in contracts may be a variety of provisions that could become expensive to a project or deal. Contracts may contain a forum selection clause requiring that suit be brought in another state....
|Ninth Circuit Holds that Under Nevada Law, a Prior Stockholder’s Litigation of Demand Futility Precludes Another Stockholder From Litigating Demand Futility In a Subsequent Derivative Action|
Alejandro E. Moreno, John P. Stigi; Sheppard, Mullin, Richter & Hampton LLP;
March 24, 2015, previously published on January 5, 2015In Arduini v. Hart, 2014 WL 7156764 (9th Cir. Dec. 17, 2014), the United States Court of Appeals for the Ninth Circuit considered whether the doctrine of issue preclusion prevents a stockholder from relitigating a prior adverse determination concerning demand futility in derivative action brought...
|Delaware Supreme Court Confirms Chancery Court’s Broad Authority to Impose Use Restrictions on Information Obtained From Section 220 Books and Records Inspections|
John M. Landry, John P. Stigi; Sheppard, Mullin, Richter & Hampton LLP;
March 24, 2015, previously published on January 5, 2015In United Technologies Corp. v. Treppel, No. 127, 2014, 2014 Del. LEXIS (Del. Dec. 23, 2014), theDelaware Supreme Court held that the Delaware Court of Chancery is authorized regulate how stockholders use information obtained through books and records inspections under Section 220of the Delaware...