In this post, I noted a recent study by Professor Tracie Woidtke at the University of Tennessee concluding that social-issue shareholder-proposal activism appears to be negatively related to firm value. I therefore raised the question of whether the...
Recent Posts
If you've taken a course in securities law, you've undoubtedly heard of, and I hope have read, SEC v. Texas Gulf Sulphur Co., 401 F.2d 833 (2d Cir.), cert. denied, 394 U.S. 976 (1968). That case is famous for the Second Circuit Court of Appeals'...
In yesterday's post, I dipped into the SEC's proposed amendments to Rule 147, a safe harbor for intrastate offerings exempt from registration pursuant to Section 3(a)(11) of the Securities Act of 1933. Among other things, the SEC is proposing to...
As has been widely noted, the Securities and Exchange Commission has proposed amending Rule 147 under the Securities Act of 1933. That Rule provides a safe harbor for compliance with the Section 3(a)(11) exemption from registration for intrastate...
Institutional Shareholder Services Inc. (ISS) is a very influential purveyor of proxy advisory services. As part of ISS' annual policy update procedure, ISS recently released a proposed policy change with respect to directors who sit on too many...
NRS 78.746 provides that, with several qualifications, the exclusive remedy of judgment creditors with respect to the stock in a relatively closely held corporation is to charge a stockholder's shares. To the extent so charged, the creditor only has...
In reading Chancellor Andre G. Bouchard's ruling yesterday in Espinoza v. Zuckerberg, 2015 Del. Ch. LEXIS 273 (Del. Ch. 2015), I was reminded of the theological debate among Christians concerning justification by faith. The case involved a...
The line between real property transactions and securities transactions is not always clear. California Corporations Code Section 25100(p) provides an exemption for a promissory note secured by a lien on real property provided it is neither: (a) one...
Last August, I wrote that Magistrate Judge Joseph C. Spero would soon be deciding whether a director might be an agent of the corporation. See Court Poised To Decide Whether Directors Are Agents. The case, Wadler v. Bio-Rad Labs., Inc., 2015 U.S....
