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|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.
|Avoiding Legal Malpractice: What You Don’t Say Can Be Used Against You.|
Jason M. Bruno; Sherrets Bruno & Vogt LLC;
January 3, 2014, previously published by Attorney At Law: Nebraska Edition on Spring 2013As lawyers, we recognize and protect against obvious acts of malpractice such as failing to file a complaint within the applicable statute of limitations period and missing a disclosure deadline for evidence or experts. However, most of the phone calls that I receive regarding claims of legal...
|Overtime Claims and the Fair Labor Standards Act|
R. Scott Alagood, Brian T. Cartwright; Alagood & Cartwright, P.C.;
January 3, 2014, previously published by Denton Business ChronicleThe Fair Labor Standards Act (or FLSA) is a federal labor law that requires employers to pay overtime compensation (at time-and-a-half) to employees who are not exempt under the Act for all hours worked over a prescribed threshold period (typically, 40 hours per week).
|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.
|No. 5 - Trends in Wage and Hour Litigation|
Frank Harty; Nyemaster Goode, P.C.;
December 19, 2013, previously published on December 17, 2013As 2014 approaches, we can predict the coming trends in wage and hour litigation. This list of “hot spots” can serve as a shorthand audit checklist to identify potential areas of risk:
|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.