Developments in Securities Regulation, Corporate Governance, Capital Markets, M&A and Other Topics of Interest

FTC Speaks to Divestitures to Obtain HSR Clearance


The FTC published its views on divestiture packages used to obtain clearance under the HSR Act. According to the FTC: “Before putting pen to paper, parties should discuss with Bureau staff what assets, rights, and personnel should be included in the divestiture package. For instance, assets outside the market of... Read More

Topics: M&A

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