Much of the US corporate governance scheme relies on the sagacity of independent directors, directors not beholden to management or major ownership’s interests and thus able to guide the company fairly on behalf of all shareholders. Certainly for larger and … Continue reading
Stephen Honig
The Boston office of the SEC has just settled charges leveled at Credit Suisse under the US Foreign Corrupt Practices Act by requiring profit disgorgement and interest in the amount of approximately $29 Million. Tack on another $47 Million to the Department of Justice … Continue reading
My recent post flagged adoption of the new Mass law regulating noncomps by statute for the first time in the State, basically limiting noncomps to one year and requiring some payment during the restricted period. Some important details to note: … Continue reading
Big news Tuesday was Musk announcing he might take Company private and had the financing lined up. Not surprisingly, the market price of the stock rose towards his stated tender price of $420 per share. Equally not surprising, on Wednesday the SEC … Continue reading
The Governor last week signed the long-awaited Massachusetts statute that deeply cuts back the enforceability of non-comp agreements for employees. The Act applies to all agreements made on or after October 1. A detailed analysis will follow, but note that now: *Maximum time is one … Continue reading
Today the US Supreme Court ruled that any State into which sales of goods or services are made may collect a sales tax from the seller, even if that seller has no place of business or other contact within or … Continue reading
Public corporate boards used to quake at the prospect of an attack by the “activists.” These corporate “raiders” force management to abandon long-term strategy, sell off parts of their business, reduce R&D, increase prices, pump the stock value in the … Continue reading
Yes it is; bad news doesn’t always go away. In this morning’s e-mail updates for us corporate lawyers, two depressing items: First, the PCAOB (the agency overseeing the accounting for public companies) reported remarks on Friday from its deputy director … Continue reading
Golden Shares are equity interests with the power, within a corporate structure, to control a vote on some issue. Typically such shares are issued to creditors, who want to enforce superior rights in the event of a loan default, rather … Continue reading
At the end of last week, the Delaware Chancery Court refused to permit CBS independent directors to obtain a restraining order that would have prevented controlling shareholder Shari Redstone from interfering with the plan that the directors had devised to prevent … Continue reading