Crooked Crap Game
The SEC has issued a proposal allowing public companies to choose between quarterly and semi‑annual interim reporting, with the option to switch each year by marking a box on the annual 10‑K filing. The rule, backed by two Republican commissioners, is expected to move from comment period to finalization quickly. Critics, mainly retail traders, argue the flexibility could deepen the information asymmetry between retail and institutional investors. The proposal also raises concerns about potential timing abuse, especially in light of recent changes to 10b5‑1 plans and heightened scrutiny of insider trading on prediction markets.
“Wealth Maximization,” Naturally
A wave of state legislation targeting proxy advisors and shareholder voting has sparked lawsuits from major advisory firms. Indiana and Kansas enacted proxy‑advisor transparency acts, prompting challenges by Glass Lewis and ISS. Meanwhile, Texas Capital Bancshares' attempt to reincorporate in Texas...
More Fun with the Direct/Derivative Distinction
In a recent Delaware Chancery decision, Chancellor Will dismissed the plaintiffs’ claims in the Gregory M. Raiff Trust v. Jenzabar case, labeling the alleged stock‑dilution allegations as quintessential derivative claims. The court relied on the Brookfield precedent, which holds that...
Response to Michal Barzuza’s “Nevada V. Delaware”
A coalition of Nevada officials and over twenty legal scholars issued a public response to Michal Barzuza’s revised paper “Nevada v. Delaware,” arguing that the draft misrepresents Nevada corporate law. The response highlights omitted Nevada Supreme Court decisions, multimillion‑dollar settlements,...
Teaching Law Leadership – Upcoming Program
The Association of American Law Schools (AALS) Section on Leadership is hosting a live webinar titled "Revisiting the Teaching of Lawyer Leadership: Empirics, Skills, and Values" on April 29, 2024. The hour‑long Zoom session, moderated by the section’s former chair,...
Trying to Keep Track of the Multiple Attacks on Shareholder Voting Feels Like John Henry Fighting the Steam Engine, Tbqh
The U.S. Department of Labor issued new guidance that classifies proxy advisors serving ERISA‑regulated retirement plans as fiduciaries, potentially extending ERISA duties to mutual‑fund advisors and BlackRock’s stewardship team. Indiana enacted a proxy‑advisor transparency law, prompting Institutional Shareholder Services to...
Call For Papers – 2026 Corporate & Securities Litigation Workshop in Chicago
The University of Illinois College of Law, together with the University of Richmond, UCLA, and Vanderbilt law schools, is hosting the thirteenth annual Corporate & Securities Litigation Workshop in Chicago on October 22‑23, 2026. The event invites scholars to submit...
Exxon Says It’s Illegal to Allow Its Shareholders to Vote Against Management
Exxon Mobil secured an SEC no‑action letter for a voluntary retail voting program that automatically casts proxy votes in favor of its board. The New York City Comptroller, on behalf of the city police pension fund, filed a shareholder proposal...
Shareholder Proposal Survey – Results Up
The Weinberg Center has published the results of its recent survey of law professors on shareholder proposals, now available on SSRN. The data show a notable shift toward greater academic endorsement of ESG‑related proposals and calls for more transparent voting...
They Might Have Been Like Cain and Abel
A Maryland district court dismissed a 10(b) securities fraud suit against former iLearnEngines (iLE) officers, finding plaintiffs failed to prove the AI firm’s partnership with Experion Technologies qualified as a related party. The case stemmed from a Hindenburg report that...
We’ve Quips and Quibbles Heard in Flocks
Southwest Airlines adopted a Texas‑mandated bylaw requiring a 3% shareholder stake to bring derivative actions. An investor with only 100 shares sued, claiming directors breached fiduciary duties after abandoning the “Bags Fly Free” policy under Elliott pressure. The federal court...
Since I’ve Been Posting About 14a-8 Lawsuits
A company recently filed a Rule 14a-8 lawsuit defense by contesting service of process, aiming to prevent its inclusion in the shareholder class action. The objection centers on the proposed court address and timeline, suggesting procedural flaws. By challenging service,...
The Coming SPV-Pocalypse
Special purpose vehicles (SPVs) are increasingly used to invest in private companies, allowing investors to sidestep disclosure requirements and often layering high fees and opaque valuations. Recent Bloomberg coverage and two Delaware lawsuits expose fraud risks and the difficulty of...
Pershing Square IPO – Nevada
Pershing Square filed an S‑1 to raise between $5 billion and $10 billion, converting from a private vehicle into a Nevada corporation before the registration becomes effective. The filing highlights Nevada’s recent statutory changes, including a bench‑trial election and a narrow controlling‑stockholder...
Whither 122(18)?
In late January, VC Zurn denied a temporary restraining order seeking to block the Fifth Third‑Comerica merger, rejecting the plaintiff’s claims under both Unocal fiduciary standards and Delaware General Corporation Law §141(a). The plaintiff contended that the merger’s “no‑shop” provisions violated...