Corporate & Securities Law

Advance Notice Bylaws, Corporate Governance, and Jana Masters v. CNET Networks (part 5)
We are discussing Jana Master Fund, Ltd. v. CNET Networks , Civ. Action No. 3447-CC (Del. Ch. March 13, 2008), a case interpreting an advance notice bylaw that imposed ownership and holding period restrictions on shareholders seeking to "transact other corporate business at the annual meeting...

Access and the Commission: The Rule of Unintended Consequences Begins
We have been meaning to mention the post at RiskMetrics about AFSCME's plans in the upcoming proxy season.  The American Federation of State, County, and Municipal Employees (AFSCME), as you might recall, was the plaintiff in the Second Circuit decision that ultimately struck down the application of the election exclusion in Rule 14a-8 to bylaw proposals that would sometimes require management to include a shareholder nominee in the company's proxy statement...

The SEC Keeps its Promise on Proxy Access
Last year when the SEC decided against adopting a rule that would have allowed shareholders access to the corporation?s proxy statement in order to nominate candidates, SEC Chairman Cox stated that the decision did not signal the end of the proxy access debate...

Denial of Access and the Rule of Unintended Consequences Continues
In allowing management to exclude proposals that would sometimes require the inclusion of shareholder nominees in the company's proxy statement, the Commission did nothing to abate the pressure by shareholders for a greater role in the nomination process or to alleviate the requirements of the proxy rules as impediments to the exercise of a state law right to nominate directors...

Director Elections, Institutional Investors, and Shareholder Rights
Efforts by institutional investors to establish some type of system of majority voting has engendered criticism, some coming from a Vice Chancellor on the Delaware Chancery Court...

Draft House Version of Bailout Bill: Includes "Say on Pay" and Shareholder Access
Draft House Version of Bailout Bill: Includes "Say on Pay" and Shareholder Access The latest version of the House "bailout" legislation includes provisions for a "say on pay" vote, limits on severance, clawbacks and shareholder access to the proxy for...

Copyright Lawsuits: Critical Issues Before Filing Copyright
Federa Rule 11(b) Considerations

Coachman RV
37,293 Motorhomes and Fifth Wheel Travel Trailers Recalled

Washington Car Accident
alleging liability for personal injuries caused by car, truck, bus, motorcycle or other vehicle accidents in Washington state.

Washington Post WPO Securities Fraud
Washington Post WPO

Fume Event
Leaves Airline Attendant Sick

Wrinkle-Fillers
FDA to Review Labeling due to Adverse Event Reports

Getty Images
Faces Class Action over Premium Access