Revlon Lives – Chester County Employees’ Retirement Fund v. KCG Holdings, Inc.


In Chester County Employees’ Retirement Fund v. KCG Holdings, Inc. et al the Delaware Court of Chancery considered the interplay between the Corwin and Revlon doctrines. In July 2017, Virtu Financial, Inc. (“Virtu”) acquired KCG Holdings, Inc. (“KCG”) for $20 per share. A former KCG stockholder alleged KCG’s directors failed... Read More

Topics: Litigation, M&A, Public Companies and Securities

Delaware Reaffirms Entire Fairness Standard for Review of Director Compensation

Quoting both a nearly 70-year-old decision and a nearly 30-year-old SNL skit, the Delaware Court of Chancery, in Stein v. Blankfein et al, reaffirmed that in most circumstances decisions of directors awarding director compensation are subject to review under the entire fairness standard. The Court also addressed the possibility of... Read More

Topics: Public Companies and Securities

NYSE Proposes to Amend Exclusions from Equity Compensation Rules to Mirror Practice


The New York Stock Exchange proposes to amend Section 303A.08 of the Manual to clarify the circumstances under which certain sales of a listed company’s securities will not be deemed to be equity compensation for purposes of that rule. The rule proposal states as follows: Section 303A.08 provides that an... Read More

Topics: Employment, Executive Compensation, Public Companies and Securities