Drag-along rights, or drag rights, which give the majority owner of a company the right to force minority owners to participate in a sale of the company, can be a fiercely negotiated provision in a company's governing documents. These provisions implicate the rights a majority owner and minority owner will have in a future sale transaction, which could be years down the road and to an unknown buyer. From the perspective of a majority owner, these provisions are intended to ensure that the majority owner will be able to sell the entire company on terms and conditions, and at the time, desired by the majority owner. In negotiating these provisions, the minority owner seeks to ensure that such a sale will not disadvantage the minority. In light of what is at stake and
November 28, 2016
On November 17, 2016, the Enforcement Staff of the Federal Energy Regulatory Commission ("FERC") released two white papers providing an overview of the Commission's anti-market manipulation enforcement efforts and offered guidance on effective energy trading compliance practices. Detailing the first decade of FERC's enhanced enforcement authority granted by the Energy Policy Act of 2005, the papers are an effort by the Commission to provide significant guidance to the regulated community. The papers also reinforce the Commission's and the Office of Enforcement's intent to continue aggressively combating market manipulation and encourage market participants to implement effective compliance systems that can help detect and prevent manipulative activity. This clie
November 22, 2016
The two most influential proxy advisory firms--Institutional Shareholder Services (ISS) and Glass, Lewis & Co.
November 22, 2016
Spearheaded by Daniel M. Kolkey, a former Associate Justice on the California Court of Appeal, Third Appellate District, and former Counsel to the Governor of California, Gibson Dunn's California Appellate Practice Group has prepared the attached California Supreme Court Fall 2016 Round-Up, which previews upcoming cases and summarizes select opinions issued by the Court.
November 21, 2016
Just over a week has passed since the results of the 2016 U.S. Presidential Election were announced. As President-elect Donald J.
November 18, 2016
In recent years, an increasing number of companies have opted to hold annual shareholder meetings exclusively online--i.e., a virtual meeting without a corresponding physical meeting--rather than a virtual meeting in tandem with a physical meeting (the so-called "hybrid" approach).
November 16, 2016
There is widespread speculation regarding what President-elect Donald Trump and a Republican-controlled Congress will choose to prioritize and pursue in 2017 and beyond. With the majority of pollsters and media observers incorrectly forecasting a victory for Hillary Clinton, many are just now beginning to assess how they will operate under, and the potential opportunities presented by, the policies of the Trump administration and the Republican-led Congress. We would like to share with you some of our initial observations about the potential effects that may be forthcoming in the near term. With Republicans claiming the White House and maintaining control of both the House of Representatives and the Senate, we expect a flurry of legislative and administrative activity con
November 15, 2016
President-elect Donald J.
November 14, 2016
On November 3, 2016, the Internal Revenue Service (the "IRS") and the Treasury Department ("Treasury") issued final regulations (the "Final Regulations") providing rules regarding the treatment under section 956 of "United States property" held by controlled foreign corporations ("CFC") through partnerships and expanding the scope of the section 956 anti-avoidance rule. Along with the Final Regulations, the IRS and Treasury also issued proposed section 956 regulations (the "Proposed Regulations") addressing certain determinations regarding related parties. The Final Regulations also contain rules for determining whether a CFC is considered to derive rents and royalties in the active conduct of a trade or busi
November 11, 2016
For many years, California has been a leader when it comes to regulating consumer privacy, and California Attorney General, now Senator-elect, Kamala Harris has taken a particular interest in data privacy and security. In October 2016, the AG launched a crowdsourcing online forum that allows consumers to alert the AG about online privacy policies that they suspect may violate the California Online Privacy Protection Act. For example, consumers may report that a particular website or app operator appears to have failed to post clear and conspicuous information about how they respond to "do not track" requests. A few weeks later, on November 2, 2016, the AG released recommendations about protecting the privacy of student data collected and maintained by ed
November 10, 2016
On November 8, 2016, the French Parliament adopted a new major statute on transparency, the fight against corruption and the modernization of the economy, better known as the "Sapin 2 Law", by reference to the first Sapin Law of 1993 which improved transparency in politics and public procurements.With this new statute, broadly inspired by the US and UK regimes, France intends to comply with the highest international standards in the areas of transparency and anti-corruption.
November 10, 2016
The battle to take control of SVG Capital was a good example of how the UK's Takeover Panel operates on a pragmatic "principles" basis rather than on a strict rules basis. And it confirmed the importance, and benefits, of participants in UK public takeover transactions discussing their tactics with the Panel prior to announcing any proposals. IntroductionPublic company takeovers in the UK are regulated by the Takeover Panel. Whilst the Takeover Code contains a set of rules the Panel has always been clear that it operates on a "principles" basis and not a "strict rules" basis. The Code is not interpreted on a strict black letter basis and the Panel often refers to the "spirit" behind various rules of the Code. Many of the
November 9, 2016
This is the latest update of significant developments relating to regulatory, administrative, or legal actions involving schools, especially private-sector schools. During the last quarter, one of the larger schools in the sector, ITT Educational Services, Inc., filed for bankruptcy as a direct result of adverse action by the Department of Education ("ED"); investigative and regulatory activity relating to the private-sector remained active; and the courts continued to grapple with the implications of the Supreme Court's ruling in the False Claims Act ("FCA") case of Universal Health Services v. U.S.
November 7, 2016
On October 27, 2016, the Federal Communications Commission ("FCC" or "Commission") voted to adopt sweeping new regulations to govern the ways in which providers of broadband Internet access service ("BIAS") can use and share their customers' proprietary information.
November 7, 2016
On October 14, 2016, the Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury and the Bureau of Industry and Security ("BIS") of the U.S.
November 4, 2016
The UK High Court has ruled today that parliament must vote on whether the UK can start the process of leaving the European Union. This means the UK government cannot trigger Article 50 – the official legal notification to the EU that the UK is going to leave the bloc – without parliamentary approval.
November 3, 2016
On October 26, 2016, the Securities and Exchange Commission (SEC) voted (2-to-1) to issue proposed rules that would mandate the use of universal proxy cards by both issuers and dissidents in contested proxy solicitations for the election of directors. Advancing rules to require universal proxy cards has been a priority of SEC Chair Mary Jo White, and she and Commissioner Kara Stein voted to issue the proposed rules while Commissioner Michael Piwowar dissented. The SEC proposal also includes new disclosure requirements designed to ensure that voting options and standards applicable to the election of directors are clearly presented to shareholders. In issuing the proposed rules, the Commissioners supporting the rule proposals aimed to minimize the differences that currentl
November 1, 2016
London partner Patrick Doris and associate Steve Melrose are the authors of "Privilege – European Union," [PDF] published in Global Investigations Review's Know How in November 2016.
November 1, 2016
London partner Charlie Geffen has responded [PDF] to the inquiry on corporate governance launched by the UK's Business, Energy and Industrial Strategy (BEIS) Committee. The inquiry is focused on executive pay, directors' duties and the composition of boardrooms (including worker representation and gender balance in executive positions) and follows BEIS's recent review of corporate governance failings at BHS and Sports Direct.
November 1, 2016
On October 27, 2016, the IRS released its cost-of-living adjustments applicable to tax-qualified retirement plans for 2017. For the second consecutive year, many of the key limitations, including the elective deferral and catch-up contribution limits for employees who participate in 401(k), 403(b) and 457 tax-qualified retirement plans, remain unchanged from current levels because increases in the cost-of-living index did not meet statutory thresholds that would trigger their adjustment. This is despite the fact that there will be an increase of almost $9,000 in the Social Security wage base for 2017.The key 2017 limits are as follows: Limitation2017 Limit402(g) Limit on Employee Elective Deferrals (Note: This is relevant for 401(k), 403(b) and 457 plans, and for certain
November 1, 2016