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New York Law Journal

Pending NY Regulations Portend Increased Scrutiny of P.L. 86-272 Protections for Foreign State Corporations

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.
9 minute read

New York Law Journal

SEC Adopts New Executive Compensation Clawback Rules

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.
7 minute read

Delaware Business Court Insider

Tesla Shareholder: Musk's $56B Pay Couldn't Be Approved Without More Disclosures

Bernstein Litowitz Berger & Grossman partner Gregory Varallo told Chancellor Kathaleen McCormick the plan should be invalidated entirely, at a minimum taking back three tranches of the plan awarded based on Tesla's performance under Musk's leadership.
3 minute read

Delaware Business Court Insider

Meta Asks Chancery Court to Toss Claim It Failed to Protect Users' Data Privacy

Meta's Gibson Dunn lawyers said its board had the independence to investigate the matter--which stems from the Cambridge Analytica breach--so shareholders failed to show demand futility.
3 minute read

Delaware Business Court Insider

SPACs Rush Court of Chancery Asking to Confirm Stock Increase Validity

Vice Chancellor Lori Will has cleared her calendar for Feb. 20 to hear argument on a segment of the petitions that cite Vice Chancellor Morgan Zurn's decision in 'Garfield v. Boxed Inc.'
3 minute read

New York Law Journal

Deductions for Amounts Paid By S Corporation Shareholders Fall between the Cracks

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.
9 minute read

New York Law Journal

Internal Investigations Remain Crucial Before Self-Reporting Corporate Malfeasance Under Revised DOJ Policy

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?
5 minute read

Delaware Business Court Insider

Laster Weighs Dismissal, Stay of Meta Monopoly Claims: 'This Could All Be Wrong'

The complaint alleges Meta's management led the company to a series of legal battles by using data to seek out and acquire competitor companies and inflating video advertising metrics.
3 minute read

Law.com

ESG Disputes: A New Top Risk for Global Companies

Climate change litigation kept the courts hopping in 2022 and shows no signs of slowing down in 2023.
5 minute read

International Edition

Financial Regulators Turn Attention to Designated Counsel in Leveraged Finance Deals

Borrowers have long appointed the law firms used by banks in leveraged finance deals, but some question the potential ethical implications of the practice.
3 minute read

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