Long time without a post; summer doldrums and vacations. However while some of us bask in the sun, the SEC never sleeps. Those who follow the case law about insider trading know that recent court decisions have been confusing about … Continue reading
Stephen Honig
The SEC is active today on the regulatory side, although they still have not delivered some key items on their overdo agenda, notably Federal crowd funding. The States are stealing their thunder on that front, although usually under the intra-state Federal … Continue reading
Diligence is complete and your acquisition deal has been signed and closed. Your company has acquired its target. What do you do next? This was the second topic discussed by the panel at the NACD/New England M&A program held June … Continue reading
How does a board of directors, faced with a pending acquisition which has management enthused, discharge its duties to shareholders? This discussion was one topic at the June 9th meeting of the New England Chapter of the National Association of … Continue reading
You will recall that the Dodd Frank Act in 2010 charged the SEC with propounding a regulation requiring disclosure of the relative pay of reporting company CEOs to the median worker in his or her company. This was part of the effort to … Continue reading
Directors of non-profit organizations generally take their responsibilities seriously. But directors of non-profits are motivated by fulfilling the mission, often while facing serious financial pressures. All directors, including those of non-profits, are protected from lawsuits for breach of fiduciary duty … Continue reading
Sensata Technologies, a $3Billion New York Stock Exchange-listed manufacturer of sensors, grew last year through several acquisitions which added over $750,000,000 in revenue. Hans Lidforss, senior vice president of strategy and M&A, explained his approach at a May 21st Boston … Continue reading
Last week, I was speaker at a program at Massachusetts Continuing Legal Education, a Boston-based non-profit bringing new developments and best practices to members of the Bar. The discussion among panelists and attendees bubbled up a few interesting observations: First, … Continue reading
The Delaware Supreme Court on May 14th held that independent directors, who approved a going private transaction by which a controlling shareholder freezes out the minority, must be dismissed from shareholder litigation claiming inadequate price unless the complaint alleges specific … Continue reading
A few years ago, virtually all hospital patients in the United States were billed on a fee-for-service basis. Today at Beth Israel Deaconess Medical Center in Boston (a two billion dollar operation), only about one-third of patients are charged on … Continue reading