Category Archives: Corporate Law

Kingsdale Releases 2018 Proxy Season Review

Kingsdale Advisors has released its annual Proxy Season Review for 2018. The Review examines trends observed in 2018, predicts issues on the horizon, and provides advice to both issuers and activists in the marketplace. In what follows, we pick out just a few of the important trends that emerge from Kingsdale’s analysis. The complete report can be viewed here. Public activist activity remains healthy Kingsdale counts 29 public proxy contests for the year to date. Though not reaching the high-water mark set in 2015 (55), the 29 public fights so far this year are up by 38%, as compared to the same juncture in 2017 (21). While public agitation may be less prevalent, behind-the-scenes activity remains as robust as ever. These facts are likely related. Kingsdale estimates that just one third of proxy fights ever become public. Yet it is not clear that this trend toward settlement will continue. Issuers may be increasingly alert to activist campaigns not seriously mounted. Of….. To continue reading this legal news please click Read full information...

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SEC Files Securities Fraud Suit Against Elon Musk Over Take-Private Tweets

Elon Musk’s August 7, 2018 Tweets, in which he had “secured” funding to take Tesla private at a substantial premium over the then-current share price, have already produced a storm of controversy and a series of securities class action lawsuits against him and the company. The Tesla CEO’s now-infamous Tweets have now also led to a SEC enforcement action against him, in which the agency alleges that Musk’s statements in the Tweets were “false and/or misleading” because “he did not have an adequate basis in fact for making these assertions.” The agency seeks injunctive relief, disgorgement, civil penalties, and a bar prohibiting Musk from serving as an officer or director of any public company. The SEC’s complaint against Musk can be found here. The SEC’s September 27, 2018 press release about the enforcement action can be found here.   Background As I detailed in a prior post concerning the securities class….. To continue reading this legal news please click Read full information...

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Over 80% of Lawyers Dislike Lawyers

Over 80% of lawyers dislike lawyers. For some lawyers, who have half-full glasses, the thought of not being disliked by 20% of any group is wonderful news. But why do lawyers dislike lawyers? Can’t we all just get along? “If you’re reading this, and you’re a lawyer, there’s a strong possibility that your colleagues don’t like you and think you’re lazy….83% of legal professionals work alongside people they “dislike” or find “frustrating”, while 50% felt their colleagues weren’t pulling their weight at work. A whopping 90% of respondents told researchers that their work-shy colleagues impacted how they felt about their job.” Read: Research: Over 80% of lawyers ‘dislike’ lawyers at Legal Cheek.. To continue reading this legal news please click Read full information...

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SCOTUS Employment Cases and Petitions for The Upcoming Term

Steven Gutierrez by Steven M. Gutierrez The Supreme Court of the United States will begin its upcoming session on Monday, October 1, 2018. Currently, eight justices preside over the high court following Justice Anthony Kennedy’s retirement after the end of the last term. As we saw when the Court was short a justice following Justice Scalia’s unexpected death in 2016, the lack of a full nine-justice panel may result in some interesting decisions. Here are highlights of the cases and petitions that employers will want to watch for the upcoming term. ADEA Application to Small Public Employers On the Court’s first day of the new term, the justices will hear oral argument in a case that asks whether the Age Discrimination in Employment Act (ADEA) applies to all public employers, regardless of size, or only to those with 20 or more employees. The ADEA prohibits discrimination against applicants and employees who are age 40 or older. An “employer” is….. To continue reading this legal news please click Read full information...

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SEC Clarifies Effective Date for Disclosure Simplification Rules

In August, the SEC adopted amendments updating and simplifying disclosure rules.  See our prior summary here.  Notable amendments included: the extension of a previously annual requirement to interim periods, to present a statement of changes in shareholders’ equity and to disclose the amount of dividends per share for each class of shares (vs common shares only) (either in a separate statement or a footnote)(revised Rules….. To continue reading this legal news please click Read full information...

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