Publications Nov 26, 2014 Insurance Law Alert, November 2014 Nov 26, 2014 Supreme Court Considers Pleading Requirements for Section 11 Claims Based on Statements of Opinion Nov 26, 2014 Ninth Circuit Reinstates Amgen ERISA Suit, Holding That Defendants Could Have Removed the Amgen Common Stock Fund as an Investment Option Without Violating Insider Trading Prohibitions Nov 26, 2014 Central District of California Holds That an “Offering Person” for Purposes of SEC Rule 14e-3 Is One Who Has “Some Degree of Control Over” Both the Tender Offer Terms and the Surviving Entity Nov 26, 2014 Delaware Chancery Court Holds That (1) a Minority Stockholder Can Only Be a “Controlling Stockholder” If It Had Actual Control Over Board Decisions; and (2) Entire Fairness Applies Only If a “Controlling Stockholder” Engaged in a “Conflicted Transaction” Nov 24, 2014 Bryce Friedman and Yafit Cohn Author Article About False Claims Act in ABA’s Commercial & Business Litigation Nov 21, 2014 Corporate Issuers in S&P 500 Index May Review Data In ISS’s Pending Proxy Analyses Nov 19, 2014 New York Court of Appeals Roundup: Legal Malpractice Claim, Defamation, Separate Entity Rule Nov 19, 2014 ISS and Glass Lewis Issue Updates to Their Proxy Voting Guidelines for 2015 Season Nov 18, 2014 Securitization After Dodd-Frank: A Summary of the Final Credit Risk Retention Rules Nov 07, 2014 SEC Charges Ten Companies With Failure to File Forms 8-K Nov 07, 2014 George Wang and Andrew Winerman Co-Author “Sanctions Developments in 2014” Article in The Review of Securities & Commodities Regulation Nov 05, 2014 ISS Details Governance QuickScore 3.0 Updates Nov 05, 2014 Supreme Court Considers Pleading Requirements for Section 11 Claims Based on Statements of Opinion Oct 31, 2014 Delaware Chancery Court Finds Duty of Loyalty Breach By Director-Representative of Hedge Fund Stockholder of Rural/Metro Oct 31, 2014 Pete Kazanoff and Paul Gluckow Co-Author Article on Merger Litigation in Delaware Business Court Insider Oct 31, 2014 Delaware Chancery Court Holds That (1) DUCATA Does Not Bar Contribution for All Intentional Torts, and (2) A Credit Under DUCATA Is Not Available for a Director’s Settlement If the Director Would Have Been Exculpated Under a Section 102(b)(7) Provision Oct 31, 2014 Delaware Supreme Court Holds That Non-Binding Provisions in a Letter of Intent Do Not Become Binding Even If the Letter of Intent Survives the Final Merger Agreement Oct 31, 2014 Ninth Circuit Holds That Item 303 of Regulation S-K Does Not Create a Duty to Disclose Under Section 10(b) and Rule 10b-5 Oct 31, 2014 Sixth Circuit Adopts a “Middle Ground” Formulation for Determining When the Knowledge of a Corporate Officer May be Imputed to the Corporation for Purposes of Alleging Corporate Scienter ...151152153154155156157158159160...