Dodd-Frank.com

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

Caremark Claim Allowed to Proceed Against Boeing Directors

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Most are familiar with the facts of the crashes of Boeing’s 737 MAX.  Later Boeing stockholders brought a claim that Boeing’s directors failed them in overseeing mission-critical airplane safety to protect enterprise and stockholder value.  The Delaware Court of Chancery issued an opinion that these Caremark claims survived a motion... Read More

Topics: Litigation, Public Companies and Securities

Termination of Merger Agreement Prevents Suit for Breach

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Yatra Online, Inc., v. Ebix, Inc. concerned an abandoned merger that Plaintiff, Yatra Online Inc. (“Yatra”), asserts was sabotaged post-signing by Defendants, Ebix, Inc. and EbixCash Travels, Inc. after Ebix determined the deal was no longer attractive. Delays were encountered as an S-4 was awaiting SEC clearance and Ebix sought... Read More

Topics: Litigation, M&A

ISS Opens Global Annual Benchmark Policy Survey and Separate Climate Survey

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ISS has opened its annual benchmark policy survey.  The survey usually foreshadows upcoming changes to its policies. Areas addressed in this year’s survey include: Should non-financial Environmental, Social, and/or Governance-related metrics be incorporated into executive compensation programs? Opinions regarding third-party racial equity audits. Detrimental and/or problematic practices for virtual only... Read More

Topics: Public Companies and Securities