Publications Feb 18, 2016 SEC Staff Issues Distribution in Guise Guidance; Raises Questions Regarding Responsibilities of Advisers and Boards Feb 18, 2016 Industry Advocates For Alternative Approach to Liquidity Management; Questions Whether Swing Pricing Is Feasible Feb 18, 2016 SEC Derivatives Rule Proposal is Unworkable for Many Alternative Funds Feb 16, 2016 Nasdaq Proposes Rule Requiring Disclosure of Third-Party Compensation to Directors and Director Nominees Feb 11, 2016 Corporate Litigation: Enforceability of Non-Reliance Provisions Feb 11, 2016 Peter Kazanoff and Paul Gluckow Co-Author Article on the Delaware Court of Chancery’s Sauer-Danfoss Ruling in Delaware Business Court Insider Feb 09, 2016 Practical Law The Journal – Expert’s View – 2015 Trends in IPO Activity Feb 05, 2016 A.J. Kess, Karen Kelley and Yafit Cohn Co-Author Article in Law360 on NY Proxy Access Efforts Jan 29, 2016 Supreme Court to Address the Personal Benefit Requirement Established in Dirks v. SEC for Insider Trading Liability Based on Tipping Material Inside Information to a Third Party Jan 29, 2016 Fifth Circuit: (1) Disclosure of an Accurate “Bottom Line” Impact of a Company Problem Is Generally Sufficient, and (2) Courts Cannot Infer Scienter Based on an Executive’s Position in the Company Absent “Special Circumstances” Jan 29, 2016 Southern District of New York: (1) Purchases Made on Over-the-Counter Bond Markets Do Not Satisfy Morrison’s First Prong, and (2) Settling a Transaction Through the DTC System Is Not Enough to Satisfy Morrison’s Second Prong Jan 29, 2016 Southern District of New York: (1) General Corporate Compliance Statements Are Not Actionable, and (2) Accurate Statements of Past Earnings Are Not Misleading Even If the Earnings Were Boosted by an Alleged Fraudulent Scheme Jan 29, 2016 Southern District of New York: Fiscal Strategy-Related Statements Are Not Misleading If the Company Was Considering a Different Strategy at the Time, Provided the Company Did Not Emphasize One Strategy and Imply That It Had Ruled Out Other Strategies Jan 29, 2016 Northern District of California: Corporate Executives May Be Liable for Blog Posts on the Company’s Website If the Executives Allegedly Had “Ultimate Authority” Over the Posts Within the Meaning of the Supreme Court’s Decision in Janus Jan 29, 2016 Delaware Chancery Court: Disclosure-Only Settlements Must Be Carefully Scrutinized to Ensure Supplemental Disclosures Are Sufficiently Material to Warrant a Broad Release of Claims Jan 29, 2016 Oregon Supreme Court: Delaware Forum Selection Bylaw Is Enforceable Even When Adopted on the Eve of a Merger Announcement and Shareholders Had No Opportunity to Repeal or Amend the Bylaw Jan 28, 2016 Insurer’s Untimely Disclaimer Does Not Preclude Denial of Coverage, Says New York Appellate Court Jan 28, 2016 Insurer Entitled to Recoup Defense Costs Pursuant to Restitution Doctrine, Says Ohio Appellate Court Jan 28, 2016 Illinois Appellate Court Rules That Municipality Must Exhaust Publicly-Funded Self-Insurance Before Accessing Umbrella Coverage Jan 28, 2016 Vermont Supreme Court Rules That Pollution Exclusion Is Not Limited To Traditional Environmental Contamination ...131132133134135136137138139140...