Monthly Archives: March 2014

Remarks at the 26th Annual Corporate Law Institute, Tulane University Law School: Federal Preemption of State Corporate Governance

http://www.sec.gov/News/Speech/Detail/Speech/1370541315952#_edn10 Commissioner Daniel M. Gallagher New Orleans, LA March 27, 2014 In April 2010, when my friend and former colleague Troy Paredes spoke at this conference, he expressed his misgivings about the draft legislation moving through Congress that ultimately became … Continue reading

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SEC CLOSE TO WEIGHING POSSIBLE ACTION ON PROXY ADVISORY FIRMS

March 24, 2014 On March 19, 2014, SEC Chair Mary Jo White stated that the Securities and Exchange Commission will soon review recommendations for possible regulatory action targeting proxy advisory firms.  White did not offer any details regarding new rules … Continue reading

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Court of Chancery Stresses Need for Board Monitoring of Advisors and Potential Conflicts

By Paul K. Rowe, David A. Katz, William Savitt, Ryan A. McLeod Last week, the Delaware Court of Chancery reached the rare conclusion that an independent, disinterested board breached its fiduciary duties in connection with an arm’s-length, third-party, premium merger transaction.  In re Rural Metro … Continue reading

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