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Journal | Stout Risius Ross. Truth on the Market. Blog. The Practical Corporate & Securities Law Blog Broc Romanek and Dave Lynn are Editors of TheCorporateCounsel.net Receive an email notification when this blog is updated: Journalists are welcome to use the information contained in this blog as long as they credit TheCorporateCounsel.net - contact Broc if you have any questions. Starting today, due to an upgrade in our database, all individual login and passwords for our various sites have been reset. Your new username will be the email address that was in an email that was sent to on Friday.

Your temporary password will be your five-digit, billing zip code. Once you have reset your password, it will automatically carryover to each of the following websites (if you're a member of them): - CompensationStandards.com - TheCorporateCounsel.net - Naspp.com - Section16.net - DealLawyers.com - InvestorRelationships.com Why Haven't the SEC's New Whistleblower Rules Been Published in the Federal Register? The Conglomerate Blog: Business, Law, Economics & Society. The Harvard Law School Forum on Corporate Governance and Financial Regulation. Editor’s Note: The following post comes to us from Guido Rossi, former Chairman of the Consob (Italian SEC), and Marco Ventoruzzo of Pennsylvania State University, Dickinson School of Law, and Bocconi University.

A recent and groundbreaking decision of the European Court of Human Rights (ECHR) in Strasburg might shatter the entire structure of the Italian and European regulation of market abuse (insider trading and market manipulations). The case is “Grand Stevens and others v. Italy”, and was decided on March 4, 2014. The facts can be briefly summarized as follows. …continue reading: European Court of Human Rights Shakes Insider Trading Rules. Blog. Here’s an excerpt from this Gibson Dunn memo: On April 8, 2014, Vice Chancellor Laster of the Delaware Court of Chancery issued an opinion addressing the reasonableness of a “market check” as well as required proxy disclosures to stockholders in M&A transactions.

In Chen v. Howard-Anderson, the Vice Chancellor held that (i) evidence suggesting that a board of directors favored a potential acquirer by, among other things, failing to engage in a robust market check precluded summary judgment against a non-exculpated director, and (ii) evidence that the board failed to disclose all material facts in its proxy statement precluded summary judgment against all directors. Over on my blog on TheCorporateCounsel.net yesterday, I described a new European Commission proposal that is a revised shareholder rights directive. Here are some thoughts from Marty Lipton that he issued yesterday: Here’s news from SRS (also see this Akin Gump blog): Delaware Supreme Court Justice Jack B. The Harvard Law School Forum on Corporate Governance and Financial Regulation.

M & A Law Prof Blog. Vice Chancellor Laster handed down a decision in Rural Metro Corporation Stockholders Litigation (opinion here) on Friday evening. It's Del Monte-like, in that it's the kind of opinion that's going to generate a lot of ink and opinions. If it wasn't already clear to investment banks, it should be now. The Delaware courts are going to look very closely at transactions where there may be banker conflicts brought about by the prospect of staple financing. In this particular case, RBC was brought in to advise the Special Committee of Rural Metro on strategic alternatives. Stockholders subsquently sued the directors and brought an aiding and abetting claim against RBC. By fooling with the DCF analysis, RBC was able to take a transaction that look just ok and make it look super: The combined effect of lowering ―consensus adjusted EBITDA by $6.7 million and lowering the low-end multiple from 7.5x to 6.3x was dramatic.

Yes. -bjmq. The leading news source for CFOs, senior finance executives, and finance managers | CFOworld. Boardmember.com. Our Blogs The Board Blog The Podium / Guest Op-Ed The Leading Edge Trending in Governance About the Blogger Blogroll Find Us On: Blog. Advisor Lessons: Building a Practice Via Social Media by Bruce Milne, Chief Marketing Officer, Socialware Recently, an Investors’ Business Daily article titled, “Social Media Boosts An Adviser’s Business, Reputation” caught my attention. The article tells the story of Mitchell Goldberg, an investment advisor that by most measures would … Read more Category: Best Practices, Blog, Financial Advisors, Marketing, Social Business.