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| Corporate Compliance |
Ryan v. Lyondell Chemical Co.
October 6, 2008
Mitesh Patel
Michael K. Rafter
On July 29, 2008 the Delaware Chancery Court decided the case of Ryan v. Lyondell Chemical Company (“Ryan”)(Del. Ch., July 29, 2008), and found that despite a shareholder stock price well above the market rate, seemingly customary deal protection terms and overwhelming stockholder approval, independent directors could be held to be personally liable for their role in approving a cash merger.
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Senate Bill 436: Majority Voting For Directors Of Publicly Traded Georgia Corporations - 05/08
Business & Finance
May 2008
Robert J. Lystad
Thomas R. McNeill
Louis C. Spelios
On May 7, 2008, Governor Sonny Purdue signed Senate Bill 436 into law. Senate Bill 436 allows, among other things, for the bylaws of a publicly traded corporation incorporated under the laws of Georgia to set a director voting standard greater than the plurality standard contained in Georgia Code Section 14-2-728.
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NASDAQ Capital Market Securities to Receive Blue Sky Exemptions - 05/07
Business & Finance
May 21, 2007
Terrence Allen Childers
Robert D. Klingler
Eliot W. Robinson
The Securities and Exchange Commission approved an amendment to a rule under Section 18 of the Securities Act of 1933 that will designate securities listed on the Nasdaq Capital Market as for purposes of Section 18.
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Delaware Court Considers Fiduciary Duty Issues in Stock Option Backdating and Spring-Loading - 04/24/07
Business & Finance
April 24, 2007
Eliot W. Robinson
While most of the attention and controversy regarding stock option grant practices has focused on potential accounting misstatements and related securities law violations, a pair of recent decisions of the Delaware Chancery Court demonstrates that corporate law fiduciary duty issues are presented as well.
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SEC Allows Electronic Delivery of Proxy Material - 01/02/07
Business & Finance
January 2, 2007
G. William Speer
At an open meeting on December 13, 2006, the Securities and Exchange Commission unanimously adopted amendments to its proxy rules, effective July 1, 2007, that will allow, but not require, companies to furnish proxy materials to shareholders through a "notice and access" model using the internet.
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Assumption of Liabilities in Asset Acquisitions: Make Sure You Know What You're Getting - 02/21/06
Business & Finance
February 21, 2006
Stuart C. Johnson
M. Todd Wade
When agreeing to assume the liabilities related to the assets that one is acquiring, be careful that the agreement spells out the liabilities being assumed. Otherwise, as illustrated by the recent decision from the Eleventh Circuit Court of Appeals in Clanton v. Internet Global, LLC, you may find yourself taking on more obligations than initially presumed.
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Franchise Noncompetition Laws Continue To Evolve - 09/15/05
Business & Finance
September 15, 2005
Louis C. Spelios
As any business owner knows, navigating the various (and often conflicting) state laws to write a noncompetition clause can be a challenge. For the owner of a franchise, the waters are even murkier.
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Recent Revisions to Section 16 - 08/29/05
Business & Finance
August 29, 2005
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SEC Small Company Panel Recommends Section 404 Relief - 08/22/05
Business & Finance
August 22, 2005
Joseph M. Berl (retired)
Terrence Allen Childers
Kathryn Knudson
Katherine M. Koops
Walter G. Moeling, IV
Eliot W. Robinson
G. William Speer
M. Todd Wade
On August 10, the Securities and Exchange Commission's Advisory Committee on Smaller Public Companies approved three recommendations intended to provide relief to small companies struggling to comply with Section 404 of the Sarbanes-Oxley Act and other federal securities laws.
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Supreme Court Reverses Criminal Conviction of Arthur Andersen for Destroying Documents in Enron Case - 06/06/05
Technology & Intellectual Property Litigation
June 6, 2005
John R. Bielema
Ralph J. Caccia
Michael H. Chanin
Eliot W. Robinson
G. Patrick Watson
Although the U.S. Supreme Court unanimously reversed the criminal conviction of Arthur Andersen for destroying documents in the Enron matter, the decision reinforces the need for companies to develop and uniformly administer document retention policies and to routinely review compliance with those policies.
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SEC Convenes Advisory Committee on Smaller Public Companies and Roundtable on Internal Controls - 04/20/05
Business Transaction & Corporate Finance
April 20, 2005
Rick Miller
Eliot W. Robinson
G. William Speer
On April 12, 2005, the SEC held the inaugural meeting of its Advisory Committee on Smaller Public Companies. The Committee's objective is to assess the regulatory system for smaller public companies under United States securities laws, including the Sarbanes-Oxley Act of 2002, and to make recommendations for changes. The following day the SEC convened a Roundtable to discuss the recently effective internal control reporting provisions of Sarbanes-Oxley.
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PCAOB Proposes Additional Restrictions on Auditors - 12/29/04
December 29, 2004
Joseph M. Berl (retired)
Kathryn Knudson
Katherine M. Koops
Rick Miller
Eliot W. Robinson
G. William Speer
M. Todd Wade
On December 14, 2004, the Public Company Accounting Oversight Board ("PCAOB") issued a release proposing rules that would place additional restrictions on auditors.
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Increased SEC Aggressiveness in Investigations and Enforcement Actions: New Initiatives, Tougher Stances, Wider Exposure and Stiffer Penalties for Non-cooperation - 09/04
Securities & Corporate Litigation
September 15, 2004
Jennifer Devine Odom
Thomas S. Richey
W. Scott Sorrels
The SEC's new aggressive approach to investigations and enforcement has significantly raised the stakes for public companies in crisis, their officers and directors, and third parties who do business with them. The SEC's treatment of "cooperation" in its investigations requires immediate decisions by companies, their officers and directors and their counsel upon the first hint of employee misconduct or financial irregularities. These early decisions will likely affect the course of future litigation against the company and insurance coverage.
What do you need to know as an officer or director of a public company, as an individual or company doing business with a public company, or as counsel or auditors of a public company?
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Mandatory Electronic Filing of Section 16 Reports - 05/03
Corporate Compliance
May 7, 2003
In This Alert: Effective Date, Methods of Electronic Filing, Extension of Same Day Filing, Deadline Disclosure of Late Filings, and Access Codes
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