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Searching Content indexed under Directors and Officers by Ropes & Gray LLP ordered by Published Date Descending.
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1
Practical Advice For Directors Of Distressed Companies
In normal circumstances, a director's primary duty (owed to the company, not the company's shareholders or the corporate group) is to promote the success of the company ...
United States
30 May 2019
2
Sales Of Businesses In Distress
When a company enters a period of financial distress, directors must consider the interests of the company's creditors and, depending on the extent of the financial distress, may need to prioritise such interests over
UK
28 May 2019
3
PTAB Judges Argued As Inferior Officers
The latest constitutional challenge to the Patent Trial & Appeal Board (PTAB) involves the Appointments Clause.
United States
15 Apr 2019
4
Ropes & Gray's Investment Management Update – October-November 2018
The following summarizes recent legal developments of note affecting the mutual fund/investment management industry:
United States
8 Jan 2019
5
SEC Adopts Final Hedging Disclosure Rule
In this Alert, we describe the scope and application of the final rule and offer some practical guidance for public companies.
United States
3 Jan 2019
6
ISS And Glass Lewis Update Their Proxy Voting Guidelines For The 2019 Proxy Season
Institutional Shareholder Services Inc. (ISS) and Glass, Lewis & Co. (Glass Lewis) have both released updates to their proxy voting guidelines
United States
4 Dec 2018
7
SEC Staff Issues New Guidance On Shareholder Proposals
SLB 14J also provides additional guidance on proposals that implicate senior executive and/or director compensation.
United States
29 Oct 2018
8
California Federal District Court Expands Securities Litigation Involving Private Companies by Holding that Indirect Purchasers of Privately Held Shares Have Standing to Sue Under California Securities Laws
On April 18, 2017, a federal district court in California allowed indirect purchasers of stock in Theranos, a privately held company, to proceed with their lawsuit asserting securities violations...
United States
4 May 2017
9
ISS And Glass Lewis Update Their Proxy Voting Guidelines For The 2017 Proxy Season
Institutional Shareholder Services Inc. (ISS) and Glass, Lewis & Co. (Glass Lewis) have both released updates to their respective proxy voting guidelines.
United States
30 Nov 2016
10
The Ropes Recap: Mergers & Acquisitions Law News - Second Quarter 2016
A quarterly recap of mergers and acquisition law news from the M&A team at Ropes & Gray LLP.
United States
26 Aug 2016
11
FTC Announces Revised Thresholds For Interlocking Directorates - January 22, 2016
The Federal Trade Commission has announced revised thresholds for interlocking directorates required under Section 8 of the Clayton Act (15 U.S.C. § 19(a)(5)).
United States
27 Jan 2016
12
Owning And Controlling A Company In The United Kingdom: The Company Law Reforms
A number of important reforms are being introduced into UK company law that will increase the accountability of companies registered in the UK.
UK
23 Jul 2015
13
SEC Staff Responds To Frequently Asked Questions On 2014 Money Market Reform Release, Including Valuation Guidance
On April 22, 2015, the Securities and Exchange Commission staff released guidance (available here), titled "2014 Money Market Fund Reform Frequently Asked Questions," that discusses various interpretive issues arising from the SEC’s 2014 Money Market Fund Reform release.
United States
29 Apr 2015
14
SEC Grants No-Action Relief To Whole Foods To Exclude Proxy Access Shareholder Proposal
On December 1, 2014, the staff of the Securities and Exchange Commission granted no-action relief to Whole Foods Market regarding its request to omit a shareholder proposal from its proxy materials pursuant to Rule 14a-8(i)(9) under the Securities Exchange Act of 1934
United States
11 Dec 2014
15
SEC Charges Corporate Officers With Fraud Arising From Failure To Disclose Internal Controls Issues And Alleged Misrepresentations In SOX Certifications
The SEC advanced a novel theory of fraud against the former CEO (Marc Sherman) and CFO (Edward Cummings) of Quality Services Group, Inc.
United States
5 Aug 2014
16
California Court Highlights Liability For Tortious Interference By Buyers And Their Officers In Contractual Obligations Of Target Companies
A California case cautions buyers and their officers and directors when an acquisition could have a material negative impact on a key technology license.
United States
9 Apr 2014
17
Delaware Reaffirms Latitude Granted To Informed, Independent Boards Of Directors In "In Re Answers Corporation Shareholders Litigation"
The Court of Chancery granted summary judgment in favor of the director defendants facing claims arising from the sale of Answers in a go-private transaction.
United States
8 Apr 2014
18
Delaware Court Of Chancery Holds Financial Advisor Liable For Aiding And Abetting A Breach Of Fiduciary Duties By The Rural/Metro Board Of Directors
On March 7, the Delaware Court of Chancery published a post-trial opinion in "In Re Rural Metro Corporation Stockholders Litigation".
United States
8 Apr 2014
19
Financial Advisor Liable For Aiding And Abetting Buyout Target Board’s Breach Of Fiduciary Duty
On March 7, the Delaware Court of Chancery published a post-trial opinion in In Re Rural Metro Corporation Stockholders Litigation (Rural Metro) finding Rural/Metro's financial advisor RBC liable for aiding and abetting the Rural/Metro's board of directors' breach of its fiduciary duties in connection with the acquisition of Rural/Metro by Warburg Pincus.
United States
10 Mar 2014
20
Supreme Court Holds That 10b-5 Plaintiffs Need Not Prove "Materiality" At Class Certification Stage
On February 27, 2013, the Supreme Court of the United States held that plaintiffs are not required to prove that alleged misrepresentations or omissions are "material" in order to secure class certification in securities litigation.
United States
12 Mar 2013
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