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Resources
The information provided on this page is general in nature and is not to be considered legal advice. Please see our disclaimer.
Sarbanes-Oxley
Our memos on recent changes in securities laws permit our clients to continue to flourish in the new regulatory environment. While several members of our corporate/securities group contributed to these papers, David J. Adler and Mark L. Lakin spearheaded our efforts.
Securities Law
Steve Wolosky, Adam Finerman, Ron Berenblat and Ryan Replogle prepared a Client Alert on the recent Delaware Supreme Court decision invalidating stockholder-proposed bylaw amendments relating to proxy expense reimbursement.
Victor M. Rosenzweig is a Contributing Editor and a Member of the Advisory Board of Securities Regulation Law Journal (Thomson/West). His Summer 2008 quarterly survey article of SEC Rulemaking and Major Appellate Decisions is available for your review. Our archives contain Victor's prior surveys.
Kenneth Silverman, Kenneth Schlesinger and Ron Berenblat prepared a Client Alert regarding the recent SEC No-Action letter on the reporting of multiple same-day, same-way transactions under Section 16.
On June 11, 2008, the United States District Court (S.D.N.Y.) issued an opinion with potentially far-reaching ramifications regarding the use of equity swaps by activist shareholders to build ownership positions in their portfolio companies. Please see our Client Alert discussing the decision in CSX Corporation v. The Children's Investment Fund Management (UK) LLP, et al. Steve Wolosky, Ken Silverman, Ron Berenblat and Jason Soncini spearheaded our efforts.
The SEC has published new rules on the "notice and access" method of circulating proxy materials via a publicly accessible website. Our memo summarizes the rules. Questions may be directed to David J. Adler.
David J. Adler and Amanda S. Lamson prepared a memorandum regarding the SEC's recently amended eligibility requirements for primary securities offerings on Forms S-3 and F-3. The amendments permit registrants who do not meet the present $75 million public float threshold to use Forms S-3 or F-3, so long as they comply with certain offering size limitations, are not shell companies and otherwise satisfy the eligibility requirements of the form.
David J. Adler and Jason Saltsberg prepared a memorandum summarizing the SEC's recent Release 33-8732 relating to executive and director compensation, related person transactions, director independence and other corporate governance matters and security ownership of officers and directors.
Corporate Law
The January 2006 Bankruptcy Strategist included an article by Olshan partners Thomas J. Fleming and Adam H. Friedman entitled "Third Circuit Opens the Door to Breach of Fiduciary Duty Claims" which discusses the law of fiduciary duty in the bankruptcy context. Read the complete article here.
Real Estate/Limited Liability Company Law
Thomas D. Kearns, one of our senior real estate and corporate partners, frequently writes on real estate transactions and limited liability companies. Access his work here.
Yehuda I. Markovits, one of our senior corporate lawyers, created a checklist for a newly formed real estate development limited liability company in the form of questions to the initial organizers.
Tax/Employee Benefits
Nina Krauthamer, one of our tax partners, has written a memorandum describing how the new deferred compensation rules (IRC Section 409A) may increase the cost of acquiring a public or private company if careful due diligence is not performed prior to signing the acquisition agreement. She has also written a memorandum describing the final Section 409A regulations.
Employee Benefits
Manes Merrit and Barry Salkin frequently send client memos and reminders on employee benefits topics. Access the memos here.
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