Publications Aug 08, 2016 2016 Proxy Season Memo Series: Special Meeting Proposals Aug 08, 2016 2016 Proxy Season Memo Series: Independent Chair Proposals Aug 08, 2016 2016 Proxy Season Memo Series: Proxy Access Proposals Aug 04, 2016 Optimizing Board Evaluations Aug 02, 2016 Getting The Deal Through: Market Intelligence – High-Yield Debt 2016 Aug 02, 2016 SEC Staff Denies No-Action Relief With Regard to 3/3 Proxy Access Proposal Challenged on “Substantial Implementation” Grounds Jul 29, 2016 Second Circuit: American Pipe Tolling Does Not Apply to the Five-Year Statute of Repose for Claims Brought Under Section 10(b) and Rule 10b-5 Jul 29, 2016 Tenth Circuit: Company’s Failure to Disclose Project Delays and Cost Overruns Reflected “Benign Optimism” Rather Than Scienter Jul 29, 2016 Eastern District of New York: Plaintiffs’ Confidential Witness Allegations Too Vague to Form the Basis of a Securities Fraud Claim Jul 29, 2016 Delaware Chancery Court: Business Judgment Rule Applies to Two-Step Section 251(h) Mergers If the Target Corporation’s Fully-Informed, Uncoerced Stockholders Tender a Majority of the Company’s Shares in a First-Step Tender Offer Jul 29, 2016 Delaware Chancery Court: No Material Breach of “Commercially Reasonable” Efforts Clause in a Merger Agreement Where Defendant Did Not Actively Interfere with Meeting the Condition Precedent Jul 21, 2016 SEC Issues Final Rules on Disclosure of Payments by Resource Extraction Issuers Jul 20, 2016 A.J. Kess, Karen Hsu Kelley and Yafit Cohn Co-Author Article in Law360 on Nasdaq’s New Rule on Disclosure of Third-Party Compensation of Directors Jul 19, 2016 Internal Revenue Service Announces Changes to Ruling Policy and New Safe Harbors for Spinoffs Jul 19, 2016 Internal Revenue Service Changes Course in Proposed Regulations Regarding Active Trade or Business Requirement and Device Prohibition in Spinoffs Jul 13, 2016 Justice Matters: Simpson Thacher Pro Bono Newsletter, July 2016 Jul 12, 2016 SEC Approves Proposed Nasdaq Rule Requiring Disclosure of Third-Party Compensation to Directors and Director Nominees Jul 07, 2016 Federal and State Officials Increase Scrutiny of Non-Compete Agreements Jun 30, 2016 First Circuit: Promises of Steak Dinners and Golf Outings Are Sufficient to Allege the Personal Benefit Requirement for Insider Trading Liability in Tipping Cases Brought Under the Misappropriation Theory Jun 30, 2016 Second and Eleventh Circuits: Constitutional Challenges to Pending SEC ALJ Proceedings are Premature ...131132133134135136137138139140...