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30 Mar 2020, 3:03 am
This Cleary memo summarizes 10 key aspects to the bill: 1. [read post]
23 Mar 2018, 6:23 am
Spoerri, Cleary, Gottlieb, Steen & Hamilton LLP, on Wednesday, March 21, 2018 Tags: Board composition, Board independence, Board turnover, Clawbacks, Derivative suits, Disclosure, General counsel, Management, Misconduct, Oversight, Reputation, Risk management, Risk oversight, Shareholder suits Exclusion of Conflicting Shareholder Proposals Posted by Cydney Posner, Cooley LLP, on Thursday, March 22, 2018 … [read post]
20 Nov 2011, 6:00 am
” Moreover, his influence on the current Court, especially with Chief Justice Roberts, seems to be increasing.There is much to say about Henry Friendly – the bright Harvard-educated student who graduated first in his law school class, the lawyer who was one of the founding partners of Cleary Gottlieb Steen & Hamilton, the one-time General Counsel of Pan American World Airways, the revered jurist who authored some one thousand opinions, and the scholar who penned weighty… [read post]
18 Sep 2020, 6:13 am
SEC Changes Rules Affecting Risk Factors, Litigation and Disclosures by US Public Companies Posted by Valerie Ford Jacob, Pamela Marcogliese and Michael Levitt, Freshfields Bruckhaus Deringer LLP, on Friday, September 11, 2020 Tags: Disclosure, Environmental disclosure, Form 10-K, Form 10-Q, Human capital, Risk disclosure, SEC, SEC rulemaking, Securities litigation, Securities regulation What to Do About Annual Incentive Plans in the… [read post]
2 Nov 2018, 6:09 am
McDonald, Cleary Gottlieb Steen & Hamilton LLP, on Monday, October 29, 2018 Tags: Boards of Directors, Charter & bylaws, Controlling shareholders, Delaware cases, Delaware law, DGCL Section 228, Dividends, Dual-class stock, Merger litigation, Mergers & acquisitions, Securities litigation Commonsense Principles 2.0: A Blueprint for U.S. [read post]
14 Sep 2018, 6:12 am
Potential Reform to the Federal Reserve Board’s “Control Rules” Posted by Arthur Long and James Springer, Gibson, Dunn & Crutcher LLP, on Friday, September 7, 2018 Tags: Bank boards, Bank Holding Company Act, Banks, Boards of Directors, Change in control, Director nominations, Dodd-Frank Act, Federal Reserve, Financial institutions, Financial regulation, Securities regulation, Shareholder voting, Volcker… [read post]
22 May 2013, 11:56 am
My colleague (formerly at Cleary Gottlieb in New York, and now as a tax professor) Ed Kleinbard got it right, in a discussion quoted in the Drucker article. [read post]
14 Nov 2011, 6:18 pm
We here at HWR-HQ have never claimed to be speciest, so we're happy to include Rachel Cleary's thought-provoking post on pet obesity, and how to prevent and/or deal with it. [read post]
31 Jan 2024, 6:44 am
” “TerraForm Power LLC sued Orrick, Herrington & Sutcliffe and Cleary Gottlieb Steen & Hamilton in 2021, claiming the company faced $300 million in payments because lawyers at the firms allowed the word ‘buyers’ instead of ‘buyer’ into a purchase agreement. [read post]
8 Dec 2017, 6:10 am
Bergen, and Alexis Collins, Cleary, Gottlieb, Steen & Hamilton LLP, on Wednesday, December 6, 2017 Tags: Asset management, Broker-dealers, Cybersecurity, Financial regulation, Institutional Investors, Investment advisers, Investor protection, Misconduct, SEC, SEC enforcement, Securities enforcement, Securities regulation Debt Contract Terms and Creditor Control Posted by Adam Badawi (UC Berkeley), on Wednesday,… [read post]
22 May 2020, 6:02 am
Goodman, Cleary Gottlieb Steen & Hamilton LLP, on Wednesday, May 20, 2020 Tags: Internal Revenue Code, Market conditions, Ownership, Poison pills, Shareholder value, Takeover defenses, Taxation An Early Look at Securities Act Litigation Amid COVID-19 Posted by Michael Bongiorno, Christopher Davies and Timothy Perla, Wilmer Cutler Pickering Hale and Dorr LLP, on Thursday, May 21, 2020 … [read post]
23 Apr 2021, 5:50 am
Posted by Martin Lipton, Wachtell, Lipton, Rosen & Katz, on Wednesday, April 21, 2021 Tags: Business Roundtable, Corporate purpose, ESG, Institutional Investors, Long-Term value, Market efficiency, Milton Friedman, Shareholder primacy, Shareholder value, Short-termism, Stakeholders Acting Director of SEC’s Corp Fin Issues Statement on Disclosure Risks Arising from De-SPAC Transactions Posted by Adam Brenneman, Jared Gerber,… [read post]
27 Nov 2020, 5:58 am
Securities and Exchange Commission, on Saturday, November 21, 2020 Tags: Accounting, Accounting standards, Climate change, Disclosure, ESG, Regulation S-K, Risk disclosure, Sarbanes–Oxley Act, SEC, SEC rulemaking, Securities regulation, Sustainability Russell 3000 Database of Executive Compensation Changes in Response to COVID-19 Posted by Matteo Tonello (The Conference Board, Inc.) and Olivia Voorhis and Justin Beck (Semler… [read post]
6 Jun 2010, 1:51 pm
Debevoise & Plimpton, Slaughter & May, Davis Polk, and Cleary Gottlieb are among the firms that won’t be collecting any success fees, now that Prudential has pulled the plug on its proposed $35.5 billion acquisition of AIG’s Asian operations. [read post]
9 Jun 2017, 6:06 am
Solomon, Cleary Gottlieb Steen & Hamilton LLP, on Wednesday, June 7, 2017 Tags: Disgorgement, Liability standards, Misconduct, SEC, SEC enforcement, Securities damages, Securities enforcement, Securities fraud, Statute of limitations, Supreme Court Five Key Points from the DOL’s Fiduciary Rule Announcement Posted by Dan Ryan, PricewaterhouseCoopers LLP, on Thursday, June 8, 2017 … [read post]
20 Sep 2022, 1:44 pm
A detailed and interesting September 12, 2022 memo from the Cleary Gottlieb law firm (here) discussed the possibility that the climate change disclosure guidelines could give rise to a host of potential future litigation risks. [read post]
16 Jun 2017, 6:19 am
Blackman, Cleary Gottlieb Steen & Hamilton LLP, on Wednesday, June 14, 2017 Tags: Delaware law, Forum selection, Incorporations, Jurisdiction, Montana, State law, Supreme Court The Other Securities Regulator: A Case Study in Regulatory Damage Posted by Anita K. [read post]
21 Aug 2010, 7:39 am
Cleary, et al., eds., McCormick on Evidence § 321, at 899 (3d ed. 1984); Morgan, Basic Problems of Evidence 366 (1962). [read post]
20 Dec 2019, 6:10 am
., on Monday, December 16, 2019 Tags: Board communication, Boards of Directors, Disclosure, Engagement, Executive turnover, Firm performance, Management, Succession Evolving Perspectives on Direct Listings After Spotify and Slack Posted by Greg Rodgers, Marc Jaffe, and Benjamin Cohen, Latham & Watkins LLP, on Tuesday, December 17, 2019 Tags: Capital formation, Direct listings, DTC, Institutional… [read post]
21 Oct 2016, 1:00 am
Austin, Cleary Gottlieb Steen & Hamilton LLP, on Tuesday, October 18, 2016 Tags: Board independence, Boards of Directors, Business judgment rule, Controlling shareholders, Delaware cases,Delaware law, Fiduciary duties, Going private, Merger litigation, Mergers & acquisitions, Minority shareholders, Offer pricing, Shareholder suits Institutional Investor Cliques and Governance Posted by Alan D. [read post]
