By Peter A. Mahler and Matthew D. Donovan | March 3, 2023
Last year the Commercial Division rejected the New York Attorney General's bid to dissolve the National Rifle Association based on allegations of financial impropriety by some of its top executives. In addition this case, this column highlights several appellate decisions in cases brought under Section 1104-a of the BCL complaining of minority shareholder oppression, and a trial court's decision denying dismissal of a complaint seeking judicial dissolution of a limited liability company whose real estate development project stalled for over a decade.
New York Law Journal | Analysis
By Joseph Lipari and Aaron S. Gaynor | February 28, 2023
While most of the updated regulations correspond to New York's own corporate tax reforms, others take the opportunity to address recent court decisions and similar impetuses for change.
New York Law Journal | Expert Opinion
By Michele F. Vaillant, Veronica H. Montagna and Matthew A. Windman | February 23, 2023
A discussion of the final clawback rules published by the SEC on Nov. 28, 2022, in response to the requirement under the Dodd-Frank Wall Street Reform and Consumer Protection Act to increase transparency and disclosure in financial reporting.
New York Law Journal | Expert Opinion
By David E. Kahen and Elliot Pisem | February 15, 2023
In their Taxation column, David Kahen and Elliot Pisem discuss two recent Tax Court memorandum decisions which underscore the importance of taking applicable tax rules into account when decisions are being made as to how to incur and report expenses, with a view to minimizing the potential for issues to arise on audit.
New York Law Journal | Expert Opinion
By Mitra Hormozi, Deanna Paul and Marc Armas | February 15, 2023
The Justice Department recently released a revised Corporate Enforcement Policy (CEP) to expound upon the potential benefits bestowed on companies that self-report white-collar crime. The Department's announcement appears to be framed as an olive branch to further encourage corporations to voluntarily disclose potential malfeasance to the government, but at what risk?
Delaware Business Court Insider | News
By Ellen Bardash | January 31, 2023
The decision over McDonald's officers' liability for fostering a climate of sexual harassment has Delaware lawyers buzzing over how much of it it new law and what the impacts will be.
New York Law Journal | Analysis
By David A. Katz and Laura A. McIntosh | January 25, 2023
Directors should also pay close attention to the ongoing cultural and political conflicts relating to ESG. With high stakes on all sides, the level of reputational risk in this area is likely to increase for the foreseeable future.
Delaware Business Court Insider | News
By Ellen Bardash | January 12, 2023
The complaint said McMahon backed the board into a corner by stating he'd vote against approval of media rights contracts. Kirkland & Ellis is representing the legendary wrestling promoter.
Law.com | How I Made It|Profile|Q&A
By Tasha Norman | December 19, 2022
"Say yes to opportunities, even outside of your comfort zone."
New York Law Journal | Analysis
By Jacob H. Hupart, Douglas Baumstein, Jonathan L. Kravetz, Will G. McKitterick and Ellen Shapiro | December 15, 2022
Recent developments in the Court of Chancery concerning a corporate board's duty to monitor and provide oversight over a corporation's operations—so-called 'Caremark' claims—are likely to intersect with the SEC's proposed new ESG disclosure obligations to create a new category of corporate risk. This article discusses the recent trends in Delaware law that have led to a revitalization of 'Caremark' and the SEC's current proposals for enhanced ESG disclosure.
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