Stinson Leonard Street Dodd Frank

MAKING SENSE OF DODD-FRANK

The Dodd-Frank Act has broad and deep implications that will touch every corner of financial services and multiple other industries. This site, developed and maintained by attorneys at Stinson Leonard Street, is dedicated to making sense of this complex legislation and helping businesses understand how it will affect them specifically. Our Bloggers »

Dodd-Frank M&A

Stockholder Vote Fails Corwin Test

M&A In Re Saba Software, Inc. Stockholder Litigation considered whether a stockholder vote satisfied the Corwin test for a full informed, uncoerced vote to determine if the shift to the business judgement rule was warranted.  The Delaware Court of Chancery determined it did not. The opening paragraphs of the opinion sets forth the relevant facts: “The Plaintiff’s […] Read more →

by   |   April 2, 2017

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SEC Targets Lapses in Ownership Reporting in Battles for Corporate Control

Litigation, M&A, Public Companies and Securities The SEC has recently announced settlement of enforcement actions targeting violations of beneficial reporting requirements under Section 13(d) of the Act. In one of the most... Read more →

by   |   February 14, 2017

SEC Brings Enforcement Action for Disclosure Failures During Merger Talks

Litigation, M&A The SEC announced that Allergan Inc. had agreed to admit securities law violations and pay a $15 million penalty for disclosure failures in the wake of a hostile takeover bid. The... Read more →

by   |   January 20, 2017

Delaware Court Addresses Fee-Shifting Bylaw

Litigation, M&A, Public Companies and Securities In 2015, Section 115 was added to the Delaware General Corporation Law, or DGCL providing that Delaware corporations may adopt bylaws requiring that internal corporate claims be... Read more →

by   |   December 28, 2016