Publications Jul 30, 2015 Southern District of New York: (1) Dudenhoeffer Forecloses ERISA Breach of Fiduciary Duty Claims Based on Public Information Absent “Special Circumstances;” (2) ERISA Appointing Fiduciaries Have No Duty to Disclose Inside Information to Appointees Jul 30, 2015 Southern District of New York: Second Circuit’s Decision in Newman Did Not Change the “Personal Benefit” Requirement for Tipper Liability for Insider Trading Jul 30, 2015 Delaware Chancery Court: (1) Continuous Holder Requirement for Appraisal Actions Is Not Met If There Is an Administrative Transfer at the DTC Level; (2) Court Suggests a Different Approach to Determining Who Is a Stockholder for Appraisal Purposes Jul 30, 2015 Delaware Chancery Court: (1) Discounted Cash Flow Method of Share Appraisal in a Section 262 Action Is Inappropriate If Management Projections Are Unreliable; (2) Merger Price Can Be Evidence of Share Value If the Sales Process Was Fair Jul 30, 2015 SEC Approves Proposed Research Analysts Rules Jul 30, 2015 2015 Proxy Season Memo Series: Proxy Access Proposals Jul 30, 2015 2015 Proxy Season Memo Series: Independent Chair Proposals Jul 30, 2015 2015 Proxy Season Memo Series: Special Meeting Proposals Jul 23, 2015 Proposed IRS Regulations Target Private Equity Management Fee Waiver Arrangements Jul 23, 2015 Peter Kazanoff and Paul Gluckow Co-Author Article on “Chancery Court Scrutiny of Nonmonetary Settlements” in Delaware Business Court Insider Jul 23, 2015 Delaware Prohibits Stock Corporations From Enacting Fee-Shifting Bylaws for Intra-Corporate Disputes Jul 23, 2015 SEC Proposes Executive Compensation Clawback Rule Jul 21, 2015 Estate Planning Update Jul 20, 2015 Justice Matters: Simpson Thacher Pro Bono Newsletter, July 2015 Jul 08, 2015 Alan Klein Authors Article in The M&A Journal on First Quarter M&A Results Jul 07, 2015 SDNY Decision Holds that the Termination of Parent Guarantee Violates Section 316(b) of the Trust Indenture Act Jul 06, 2015 SEC Charges Computer Sciences Corporation And Its Former Executives With Accounting Fraud, Invoking Sarbanes-Oxley’s Clawback Provision Jun 30, 2015 D.C. Circuit: (1) Forward-Looking Statements Fall Within the PSLRA’s Safe Harbor Only If Accompanied by Tailored Company-Specific Warnings; and (2) Descriptions Such as “Very Strong” May Be Actionable If Tied to a Specific Product and Time Period Jun 30, 2015 Southern District of New York: Plaintiffs’ Counsel Should Notify Proposed Confidential Witnesses and Verify Statements to Be Attributed to Those Witnesses Before Quoting Confidential Witnesses in a Complaint Jun 30, 2015 Southern District of New York: The Second Circuit’s Decision in Newman Did Not Change the Standard for the SEC to Plead an Insider Trading Claim Against an Alleged Tippee Under the Federal Rules of Civil Procedure ...141142143144145146147148149150...