Search for: "Browning Arms Company"
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11 Sep, 2008 7:00 pm
... altogether possible that on the next motion for summary judgment, the defendants will return armed with facts that show a board that actively and diligently shopped the
company and eventually accepted the highest possible offer. But there is also a ... facts. What if the only additional "facts" are self serving
statements that the directors believed they knew what the company was worth and were therefore capable of determining that the offer was the
best available. VC Noble suggested that such ...
30 Oct 7:03 am
... General Edmund G. "Jerry" Brown Jr. Brown announced that he has sent letters to ten major banks and loan servicing companies requesting background information,
... often especially problematic for homeowners facing a potential California home foreclosure prevention situation. In an ARM borrowers are usually given a very low interest
rate initially, which rises ... find themselves underwater on their loans and have trouble making their payments. ARMs may have seemed like a
good idea a few years ago, but, ...
26 Nov, 2008 4:45 pm
... abstract: The current waive of turmoil in the financial markets has cast attention on the problem of executive compensation. Companies that have failed or disappeared in
shot-gun mergers have nonetheless paid exorbitant sums to officers who ... motivated to maximize shareholder value and entered into an arms-length transaction, but the question is "How could that be determined by a court?" The footnote on "entire fairness" (the doctrinal approach that
Brown suggests could be adapted to this purpose) ...
30 May, 2007 7:01 am
... in federal court supporting the 89 million dollar gas price gouging suit filed against Marathon Petroleum Company and Speedway SuperAmerica
by the Commonwealth of Kentucky two weeks ago. The filing comes as Marathon's lawyers fight a ... under which they are permitted to represent Governor Fletcher in a variety of matters.
Despite that contract, the motion alleges that Frost, Brown, Todd, LLC, on behalf of Marathon now improperly challenges the power of their own client, Governor Fletcher, to issue
...
28 Oct, 2007 6:00 pm
... ANZ and trading on that confusion to divert consumers away from the bank and into the arms of those rival sites. So here again, the ANZ
Bank succeeded and ... to prevent this sort of problem from arising by making sure you have as many of your company names and services covered
by domain names as possible - the registration fees will turn ... has been improperly used as a domain name, take legal advice quickly on how you can get it back where it belongs - with
its rightful owner. The Hon Neil Brown QC
13 Aug, 2007 8:43 pm
... won't be able to afford the new loan payments after the rate adjusts? Worrying about "ARMs" as a class might make sense if all of them, or
even a majority of them, ... 't know that from Scott's article. Speaking of 2/28s, Matt Stichnoth at Tom Brown's Bankstocks.com has some interesting statistics that counter the
"baited breath" musings of ... over at Countrywide Financial, the largest U.S. home lender, said that of the loans the company made in 2005 and
2006 that were set to reset in 2008, about 2/3 ...
7 Dec, 2007 7:35 am
Source: Lexology, December 7, 2007 Out-of-state entity that directed Web site hacking activities to Tennessee forum subject to long-arm jurisdiction Thelen Reid Brown
Raysman & Steiner "Out-of-state entities that purposefully sought to reverse engineer and allegedly misappropriate a Web-based interactive database application of a Tennessee
company are subject to specific personal jurisdiction under Tennessee law."
15 Apr, 2007 7:35 pm
... The editorial pointed out, based upon many weeks of observation at the trial of Joe Nacchio, that Qwest, back in 2001, seemed to be a company where the disclosure was largely under the control of the CEO (although the defense disputed it). Thus, for example, one of the critical issues ... on
one timers. How does he do it? He simply says it wouldn't have happened. As he noted: "Brown's op-ed argues that Nacchio was precisely that sort of executive, who sought to
control disclosures at his firm. SOX ...
18 Sep, 2007 5:15 am
... members of a class of, family members or legal heirs of individuals allegedly killed by armed groups that received payments from the company's former Colombian subsidiary. The plaintiffs claim that, as a result of such payments, the company ... of
this approach can be seen from Chiquita, where none of the individuals responsible for the behavior were prosecuted and the Company was
subjected to a modest financial penalty. Whatever can be said about the Chiquita incident, the results provided little ...
13 Mar 5:00 am
... liability because their conscious disregard of their duties and lack of proper supervision and oversight caused the Company to be
overexposed to risk in the subprime mortgage market." Conscious disregard, of course, is the standard for alleging a violation of the ... fact had a system in place. The board had
established the Audit and Risk Management Committee. The ARM Committee had as a duty the obligation to assist the board: in fulfilling its oversight responsibility relating to
policy standards ...
24 Apr, 2008 5:15 am
... the resulting discovery that prior financial statements are materially inaccurate. Evidence of this includes the fact that larger public companies, those subject to Section
404 for a number of years, are showing a decline in the number of restatements. In contrast, the ... collapse of Enron and probably the beginning of the period when relations between
accounting firms and companies were becoming more arms length. It has always been the case that the role of SOX in encouraging
accounting firms to ...
19 Jun, 2008 12:15 pm
... (at least those with available information). As the study concluded: "CEO pay rose and fell regardless of the direction of a company's
stock price or profits." In fairness, the compensation paid to Thain was largely what he negotiated in agreeing to ... the reigns of the investment banking firm. In those circumstances
(joining the company), there is something of a market for CEO services, with the relationship often arms length and the compensation reflecting the amount needed to land the sought ...
20 May, 2008 5:15 am
... advisory firms have recommended that shareholders support the proposal, with Proxy Governance the most recent. Why are shareholders up in arms? The stock price has risen from the low $80s earlier in the year to over $90, so its probably not ... to support the separation, Proxy Governance noted
that if ExxonMobile continues its "my way or the highway" approach, the company could find itself in the midst of a "shareholder revolt." The
management at ExxonMobile are in dire need of some good advice on ...
7 Jun, 2007 5:10 am
... "we are aware of no case imposing §10(b) or Rule 10b-5 liability on a business that entered into an arm's length non-securities transaction with an entity that then used the
transaction to publish false and misleading statements to its investors ... An entity's duty could be effectively extended not only to its own shareholders, but also to the shareholders
of remote outside companies that it may have done business with. For primary material on this case, go to the DU Corporate Governance web site.
30 Apr 8:00 am
It seems that published reports suggest that Chrysler Financial (described as the financial arm to Chrysler) turned down additional bailout funds because of the limits on
executive compensation. As the article noted: The official said Monday that ... . Congress has done little to alter this state of affairs. The efforts have been limited to restrictions
on compensation for companies accepting TARP funds, mostly in the form of limits on bonuses for top officials and restrictions on golden parachutes. ...
20 Apr, 2007 5:15 am
... keep share prices in the stratosphere. The testimony at the trial indicated that his "entrepreneurial" compensation was 3% of any increase in the company's value that occurred under his watch. It was a situation that should not have been left entirely to ... on the financial statements can go to jail
for 20 years. Independent auditors have a more arms length relationship with companies and are in a better position to insist on tough
disclosure. Audit committees must contain independent directors ...
27 Apr, 2007 6:05 am
... board of directors). One way to establish fairness is to show that the terms of the transaction are comparable to those that would be obtained in an arms length bargain. Delaware courts, however, provide a procedural mechanism for eliminating fairness. They take the ... is entitled to deference and the
application of the business judgment rule (exempting only those between the company and a controlling shareholder). The business judgment rule,
as all who are versed in fiduciary duties knows, is an ...
12 Mar, 2008 5:15 am
... that they seek "solace in high pay." This lack of fun has also pushed them "into the loving arms of private equity buyers." This was, of
course, an argument used by some academics and, apparently, Delaware judges, to demonstrate the ... a luckless 2007 behind it. Unfortunately, 2008 looks worse." In other words, VC
Strine was wrong in the reasons why companies were going private, ignoring alternative explanations. He overstated the concern of management and its reaction to activist
shareholders. ...
15 Dec, 2008 1:15 pm
... it remained the role of the SEC to regulate these transactions for the protection of investors. We took pains to stay at arms length in
these cases, but our close collaboration with these same government agencies has made this truly terra ... and unsound manner. Second, the current market conditions were deteriorating.
Third, the financial performance at each company was poor. Fourth, the companies were unable to access the private capital markets for
regulatory capital. Fifth and finally, they were ...
8 Jan 9:00 am
... the shift in the law arising out of Delaware. Courts in that state, which determine the law for most public companies, have gradually weakened the standard of review for
executive compensation decisions. Thus, directors can pay top officers excessive ... provides that compensation will be reasonable if equal to or less than what a third party would
obtain through arms lengh negotiations. This standard would be broad and allow compensation to vary with the circumstances. But by making
directors ...
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