July 7, 2005

Brian Lane on First Reactions to ’33 Act Reform

In this podcast, Brian Lane – a Partner of Gibson Dunn and former Corp Fin Director – provides his first reactions to the ’33 Act reform based on the limited information provided at last week’s open Commission meeting by addressing:

-How do you feel to see the ‘33 act finally get overhauled after spending a few years of your life on that project?

– Generally, how big of a change does this mean for deals?

– Based on what little information we have so far – given that the adopting release is not yet available – were you disappointed by any aspects by what was adopted?

– For in-house counsel, how dramatic a change does this mean for their daily practice?

New Standard of Judicial Review for Going Private Transactions

Last month, Delaware Vice Chancellor Strine delivered this 85-page opinion urging a new standard of review for going private transactions involving controlling shareholders – as well as possibly signaling a more balanced and reasoned approach toward director and shareholder conduct in many types of transactions.

VC Strine also provides the first opinion since Sarbanes-Oxley that chastises the plaintiffs’ bar for how they handle such cases, all in the context of a fee application by a plaintiffs’ firm in the case.

Learn more about this noteworthy case in this interview with David Berger and John Stigi on the Cox Communications Litigation.

What Non-US NYSE Listed Companies Need to Do Soon

In this interview, Mark Bergman of Paul Weiss explains what foreign private issuers that are listed on the NYSE need to do soon to comply with obligations that many of their domestic counterparts have already undertaken.

SEC Donaldson’s Farewell Speech

Yesterday, the SEC posted this farewell speech to the SEC Staff from Chairman Donaldson. I didn’t know the SEC was HQ’ed in Philly during WWII…