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 Blog

Court Considers Interaction between Alleged Controlling Stockholder and Corwin

M&A In Re Rouse Properties, Inc. Fiduciary Litigation considers what the Delaware Court of Chancery describes as a pattern in the post-Corwin, post-MFW world. The pattern involves post-closing challenges to corporate acquisitions where a less-than-majority blockholder sits on either side of the transaction, but the corporation in which the blockholder owns shares does not recognize her […] Read more →

by   |   March 11, 2018

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SEC Cybersecurity Disclosure and Controls Checklist

Public Companies and Securities In February 2018 the SEC outlined its views with respect to cybersecurity disclosure requirements under the federal securities laws as they apply to public reporting companies.... Read more →

by and   |   March 5, 2018

SEC Approves NYSE Rule Modifying Requirements for Physical Delivery of Proxy Materials

Public Companies and Securities Just as proxy season gets into full swing, the SEC has helpfully approved a modification to the NYSE’s rules regarding physical delivery of proxy material to the Exchange. As we... Read more →

by   |   March 1, 2018

Ford and Alphabet Receive SEC Comments on New Revenue Recognition Standard

Public Companies and Securities Ford and Alphabet have received SEC comments on their initial disclosures under FASB’s new revenue recognition standard. Both required more than one round to clear. Ford Initial... Read more →

by   |   February 28, 2018

CEO’s Statements Preclude Reliance on Deal Price in Appraisal Proceeding

M&A The recent decisions by the Delaware Supreme Court regarding appraisal rights decisions in DFC and Dell provide that the appraisal statute requires that the trial judge must... Read more →

by   |   February 23, 2018

Delaware Supreme Court Finds Failure to Disclose Director Dissent in M&A Transaction Material

M&A The Delaware Supreme Court found the failure to disclose the Chairman of the Board’s dissent to a tender offer in a Schedule 14D-9 to be material in Appel v. Berkman.  The case... Read more →

by   |   February 20, 2018

Nasdaq Proposes Changes to Shareholder Approval Rule for 20% Issuances

Public Companies and Securities Nasdaq has proposed to amend its rule regarding shareholder approval for certain securities issuances. Currently the rule requires shareholder approval for security issuances for... Read more →

by   |   February 14, 2018

ISS Proxy Research Reports to Include Environmental, Social, and Governance QualityScores

Public Companies and Securities Institutional Shareholder Services Inc., or ISS, announced the launch of Environmental & Social QualityScore, a new component of ISS’ corporate profiling and scoring... Read more →

by   |   February 5, 2018

SEC Approves NYSE Rule Change to Facilitate Listing Without an IPO

Public Companies and Securities The SEC has approved a rule change to the NYSE listing standards to facilitate the listing of an issuer without conduction an IPO. According to the NYSE, the rule change is... Read more →

by   |   February 3, 2018