In an order issued late in the evening of June 9, 2015, the Federal Energy Regulatory Commission ("FERC") largely approved PJM Interconnection, L.L.C.'s ("PJM") December 12, 2014 Capacity Performance Proposal ("CPP") to restructure its capacity market, the Reliability Pricing Model ("RPM"), over the dissent of FERC Chairman Norman Bay.
June 15, 2015
On May 28, 2015, Chancellor Bouchard of the Delaware Court of Chancery issued an opinion clarifying and strengthening the rights of a former director and officer to receive mandatory advancement under a corporation's charter.
June 1, 2015
As we reported earlier this month, the Department of Commerce, Bureau of Economic Analysis ("BEA") published a final rule in December 2014 that required certain U.S.
May 29, 2015
On May 20, 2015, the SEC proposed a set of new rules under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), that will modify and, in most cases, increase an investment adviser's reporting obligations under Form ADV. The SEC has also proposed several modifications to an investment adviser's record-keeping obligations relating to performance advertising under Rule 204-2. A short summary of proposed rule changes follows. 1. Proposed Amendments to Form ADV.The SEC is proposing to modify Form ADV in three significant ways. First, the proposed rules would codify and formally incorporate into Form ADV the no-action relief pr
May 27, 2015
The last several months have demonstrated the continued growth, volatility and regulation of the virtual currency industry. A number of Wall Street institutions and established technology companies have made sizeable investments in virtual currencies and the underlying blockchain technology, and investors aren't the only ones who continue to be interested in the development of virtual currencies.
May 27, 2015
Los Angeles partner Theodore Boutrous and San Francisco partner Joshua Lipshutz are the authors of “Why we’re fighting for teachers’ free speech,” [PDF] published in The Recorder on May 25, 2015.
May 25, 2015
On 20 May 2015, the General Court of the European Union handed down its judgment in Timab Industries and CFPR v. Commission, Case T-456/10, which is the first ruling on the European Commission's cartel settlement procedure.
May 22, 2015
Washington, D.C. partner F. Joseph Warin and associate Julie Rapoport Schenker are the authors of "Refusing to Settle: Why Public Companies Go To Trial in Federal Criminal Cases" [PDF] published by Georgetown's American Criminal Law Review, Vol.
May 21, 2015
On May 14, 2015, the Delaware Supreme Court reversed two rulings by the Court of Chancery and held that a "plaintiff seeking only monetary damages must plead non-exculpated claims against a director who is protected by an exculpatory charter provision to survive a motion to dismiss, regardless of the underlying standard of review for the board's conduct--be it Revlon, Unocal, the entire fairness standard, or the business judgment rule." In re Cornerstone Therapeutics Inc.
May 19, 2015
On May 18, 2015, the United States Supreme Court unanimously ruled in Tibble v. Edison International, 575 U.S.
May 19, 2015
On May 6 and 18, 2015, in what will certainly become landmark decisions, the criminal court of Paris ruled that a same person may no longer be prosecuted and condemned twice with respect to market abuse offences for the same facts by both the Autorité des marchés financiers' (French financial markets authority) Commission des sanctions (Enforcement Committee) and a French criminal court.
May 19, 2015
The Government of India ("Government") has published the updated foreign direct investment policy ("FDI Policy") for the year 2015.
May 15, 2015
On May 4, 2015, the District Court for the Southern District of New York affirmed Bankruptcy Judge Robert D.
May 14, 2015
On April 30, 2015, Chancellor Bouchard of the Delaware Court of Chancery issued an important decision regarding the fiduciary duties of board compensation committees in awarding compensation to non-employee directors. In Calma v. Templeton, the Court, drawing on its prior opinion in Seinfeld v. Slager, denied the defendants' motion to dismiss, under Rule 12(b)(6), a claim that the members of Citrix Systems, Inc.'s ("Citrix" or the "Company") board of directors breached their fiduciary duties in awarding compensation to non-employee directors under Citrix's equity incentive plan. In reaching this decision, the Court applied the entire fairness standard of review to the compensation committee of the board of directors' (the "Compensation Commit
May 11, 2015
On May 4, 2015, Vice Chancellor Travis Laster of the Delaware Court of Chancery issued an opinion providing a thoughtful analysis of when the creditors of an insolvent corporation have the right to bring derivative claims, such as those alleging breach of director fiduciary duties.
May 11, 2015
On November 20, 2014, the U.S. Department of Commerce, Bureau of Economic Analysis ("BEA") published a final rule amending the Code of Federal Regulations, 15 C.F.R.
May 8, 2015
The Delaware Court of Chancery's endorsement of exclusive forum bylaws--bylaw provisions establishing that certain types of lawsuits relating to internal corporate governance matters may only be pursued in a designated forum--has led to the extensive use of these bylaws as a way to manage the litigation that commonly accompanies public mergers and similar transactions. In particular, following the decision in City of Providence v.
May 4, 2015
On April 29, 2015, the Securities and Exchange Commission ("SEC" or "Commission") voted, 3-2, to issue proposed rules implementing the pay-versus-performance disclosure requirement in Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"). In summary, the proposed rules would require proxy statements or information statements setting forth executive compensation disclosure to include (1) a new compensation table setting forth for each of the five most recently completed fiscal years, the "executive compensation actually paid" (as defined in the proposed rules), total compensation as disclosed in the Summary Compensation Table, total shareholder return (TSR), and peer group TSR, and (2) based
May 1, 2015
Washington, D.C. partner and Co-Chair of the Fashion, Retail and Consumer Products Practice Group, Howard Hogan and Washington, D.C. associate Alexander Mooney are the authors of "Lynch provides a 'Beast Mode' seminar on use of trademarks" [PDF] published in the Sports Business Journal on April 27, 2015.
April 27, 2015
On April 20, 2015, Vice Chancellor Travis Laster of the Delaware Court of Chancery issued an opinion reviewing actions taken by a committee of the general partner of a master limited partnership (an "MLP") whose only relevant obligation was to act in subjective good faith.
April 23, 2015