Articles

Most Foreign Investors Are Now Banned from Class Actions, Must Act as Lead Plaintiff or Opt Out

Olav A. Haazen The federal court of appeals in Manhattan (the Second Circuit) recently...

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New York Courts Widen Options for Enforcement of Foreign Arbitral Awards

Olav A. Haazen In a development that could have substantial benefits for international...

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Case Law Settles on Sponsored ADRs as Within US Regulatory Scope

Olav A. Haazen In July of 2016 we wrote of the uncertainty surrounding ADRs and synthetic...

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Morrison’s ‘Clear’ Transactional Test After Toshiba - the Search for the Border between Domestic and Foreign Transactions in Complex Financial Instruments

Olav A. Haazen Few U.S. court decisions have gained such notoriety as the U.S. Supreme...

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Supreme Court to Revisit the Fraud-on-the-Market Presumption of Reliance in Securities Fraud Case

Michael J. Barry and Adam J. Levitt In November 2013, the United States Supreme Court agreed...

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Disgorgement Of Compensation Paid To Directors During The Time They Were Grossly Negligent: An Available But Seldom Used Remedy

John C. Kairis A bedrock principle of Delaware corporate law is that directors of Delaware...

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Shareholder Rights and Corporate Governance in the Dodd-Frank Act

Michael J. Barry and John C. Kairis The Dodd-Frank Wall Street Reform and Consumer Protection...

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SEC Adopts Proxy Access Rules Making it Easier for Shareholders to Nominate and Remove Directors

Cynthia A. Calder The ability of shareholders to require that the names of shareholder-nominated...

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SEC Adopts New Regulations to Deter Fraudulent Conduct and Excessive Risk Taking

James J. Sabella On December 16, 2009, the SEC voted 4-to-1 to adopt broader proxy disclosure...

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Company Takes Aim at Shareholder, Refusing to Include Proposal in its Proxy Materials

Michael J. Barry On March 10, 2010, the Hon. Lee. H. Rosenthal, of the United States District...

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Reforming Executive Compensation

Cynthia A. Calder Given the fact that the federal government had to bring the economy back...

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The Stockholder’s Statutory Right to Inspect Corporate Books and Records

Megan D. McIntyre Stockholders, as corporate owners, have both a right and a need to receive...

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Shareholder Proposals For Reimbursement Of Expenses Incurred In Proxy Contests: Recent Guidance From The Delaware Supreme Court

Stuart M. Grant and John C. Kairis There has been considerable academic discussion of the...

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In a Clear Victory for Institutional Investor, Court Finds U.S. Accounting Firm and its International Organization can be Held Liable for Audits Conducted by Foreign Affiliates

Stuart M. Grant and James J. Sabella In a January 27, 2009 decision in In re Parmalat Securities...

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