TheCorporateCounsel.net

July 31, 2015

’34 Act Reports: Benchmarking Law Firm Bills

I probably haven’t been touting our numerous checklists – over 300 of them now – sufficiently. For example, this one on “’34 Act Reports – Benchmarking Law Firm Bills” provides practical guidance – for those in-house – about benchmarking your ’34 Act bills and how to best create a RFP for ’34 Act work…

SCOTUS: Poised to Address Insider Trading Standard

Yesterday, as noted in this Orrick memo, the Solicitor General filed a petition for a writ of certiorari in United States v. Newman, 773 F.3d 438 (2d Cir. 2014), asking the United States Supreme Court to address the standard for insider trading in a tipper-tippee scenario. Specifically, the Solicitor General argues that the Second Circuit’s Newman decision is in conflict with the Supreme Court’s 1983 decision in Dirks v. SEC, 463 U.S. 646 (1983), and the Ninth Circuit’s recent decision in United States v. Salman, No. 14-10204 (9th Cir. July 6, 2015). Because the Supreme Court grants certiorari in nearly three out of four cases filed by the Solicitor General, the likelihood of a cert grant in Newman is particularly high…

Europe: Shareholder Rights Directive II Moves Ahead

A few weeks ago, as noted in this article, the European Parliament passed the Shareholder Rights Directive – and it will now be considered by member states before a final vote. Some provisions were watered down – but new ones were added. Among others, the topics include say-on-pay (non-binding every 3 years, instead of binding originally proposed); investor disclosure (disclose how investments align with long-term interests and how engagement policies are implemented, but only on a comply-or-explain basis); and proxy advisors (adopt code of conduct & describe changes annually). The prior Shareholder Rights Directive in Europe was enacted in ’09…

– Broc Romanek