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|A Materially Different View on Pre-deal Research Reports in Hong Kong IPOs|
David E. Neuville; Cadwalader, Wickersham & Taft LLP;
February 17, 2014, previously published on February 13, 2014As financial markets globalize, particular markets have increasing opportunities to shape themselves by adopting processes, concepts and regulatory frameworks borrowed from other markets. Given their highly-developed nature, United States capital markets feature many aspects that have been mimicked...
|Delaware Supreme Court Holds That a Minority Stockholder Has No Common Law Right to a Conflict-Free Board Decision Regarding the Repurchase of Shares|
Matthew Ardoin, John P. Stigi; Sheppard, Mullin, Richter & Hampton LLP;
February 7, 2014, previously published on January 30, 2014In Blaustein v. Lord Baltimore Capital Corp. , No. 272, 2013, 2014 Del. LEXIS 30 (Del. Jan. 21, 2014), the Delaware Supreme Court held that a closely-held corporation’s directors owe no fiduciary duty to decide, free from conflicts of interest, whether a corporation will repurchase a minority...
|Second Circuit Holds Delaware Fiduciary Duty Law Preempted By Federal Interest In Fiscal Stability|
Robin A. Achen, John P. Stigi; Sheppard, Mullin, Richter & Hampton LLP;
February 7, 2014, previously published on February 4, 2014In Starr International Co. v. Federal Reserve Bank of New York , No. 12-5022-cv, 2014 U.S. App. LEXIS 1770 (2d. Cir. Jan. 29, 2014), the United States Court of Appeals for the Second Circuit affirmed the dismissal of claims against the Federal Reserve Bank of New York (“FRBNY”) for...
|Sweeping Changes to New York Laws Affect Hinckley Allen’s Non-Profit Clients in All States|
Matthew A. Stein; Hinckley, Allen & Snyder LLP;
January 27, 2014, previously published on January 21, 2014New York has enacted sweeping reforms of non-profit corporate law, which could apply to non-profit corporations ("non-profits") organized, and operating, throughout the U.S. The New York Non-Profit Revitalization Act of 2013 ("NPRA"), signed into law by Gov. Cuomo on December...
|UK Takeover Code: Clarification of Rules Relating to Irrevocable Commitments and Letters of Intent by Target Company Directors|
Richard May; Fried, Frank, Harris, Shriver & Jacobson (London) LLP;
January 23, 2014, previously published on January 21, 2014On 17 January 2014, the UK Takeover Panel published Practice Statement No. 27 relating to how the prohibition on “offer-related arrangements” applies to irrevocable commitments and letters of intent given by target company shareholders who are also directors of the target company.
|Nonprofit Law Revitalization Comes to New York|
Sarah Hewitt; Schnader Harrison Segal & Lewis LLP;
January 3, 2014, previously published on December 2013On December 18, 2013, New York Governor Andrew Cuomo signed into law the Nonprofit Revitalization Act of 2013 which modernizes the New York nonprofit corporation law. The Act overwhelmingly passed both houses of the New York State Legislature on June 21, 2013, almost six months prior to the...
|Cuomo Signs Non-Profit Revitalization Act of 2013: New York Law Reforms Governance Rules for Nonprofits|
Patterson Belknap Webb Tyler LLP;
December 23, 2013, previously published on December 2013Governor Andrew Cuomo signed the Non-Profit Revitalization Act of 2013 into law on December 18. The legislation had been pending in Albany since it was passed by the Legislature in late June.
|Considerations for 2014 Proxy Season and Beyond|
Jason R. Schendel, John D. Tishler; Sheppard, Mullin, Richter & Hampton LLP;
December 19, 2013, previously published on December 17, 2013Following are some topics that public companies may want to consider in preparation for the 2014 proxy season.
|Not-for-Profit Law in Canada: What to Expect in 2014|
Kate N. Bake-Paterson, Graham Erion, Ted Maduri; Davis LLP;
December 18, 2013, previously published on December 16, 2013Given the increasingly important role that the not-for-profit and charitable sector plays in Canada’s social and economic fabric, it is not surprising that lawmakers have paid particular attention to this sector in recent years with more changes to the legislative and regulatory framework...
|Is It Time for Your Church to Start an Endowment Fund?|
Louise A. Jackson; Eastman & Smith Ltd.;
December 18, 2013, previously published on December 2013Has your church received an unanticipated large bequest or gift? Have some of your older church members inquired about leaving bequests to the church but want them used to ensure the church’s future rather than being added to the current budget? Have there been instances where you as the...