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M&A transactions involving publicly traded companies with controlling stockholders often present thorny issues for dealmakers and their legal counsel. Even in the case of a purchase by an unaffiliated third party, controlling stockholders understandably may seek to leverage their control positions to achieve results that best suit them. Further, private equity buyers in particular often require controlling stockholders to “roll over” a portion of their stock into equity of the continuing corporation and/or enter into other arrangements to facilitate the transaction.
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Preparing for Proxy Season 2018: A Primer for General Counsel
By Phil Brown
As we enter 2018, public companies across the United States will begin, in earnest, their preparations for this year’s proxy season and annual shareholder meetings. It is not an understatement to say that 2017 was a tumultuous year on many fronts — economically, politically and globally. As a result, general counsel should have several issues on their radar that could play a role in 2018’s proxy season.
Responding to Sexual Harassment in the Workplace: A Roundtable Discussion
By ljnstaff
The #MeToo movement has empowered victims of sexual harassment and abuse previously silenced by powerful business and political leaders. No longer silent, these victims are using their experiences to challenge the powerful and raze structures that have permitted abuse. We have compiled a panel of legal experts to analyze how the law and the legal profession failed the workplace. The panelists discuss legal and environmental conditions that led to abuse, and what lawyers and businesses can do to curb the powerful and protect the vulnerable.
Quarterly State Compliance Review
By Sandra Feldman
This edition of the Quarterly State Compliance Review looks at some legislation of interest to corporate lawyers that went into effect from Oct.1, 2017 to Jan. 1, 2018. It also looks at recent decisions of interest from Delaware.
By Thad McBride
The challenge for U.S. actors is how to comply with the law in the dynamic world of economic sanctions. This article tries to help by pointing out challenging (or “hot”) current issues and making suggestions about compliance strategies that in-house counsel can leverage to address the most challenging compliance issues.
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