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Representations And Warranties And Related Proxy Statement Disclosure May Form A Basis For SEC Enforcement Action
The SEC recently issued a Report of Investigation Pursuant to Section 21(a) of the Securities Exchange Act of 1934 and Commission Statement on Potential Exchange Act Section 10(b) and Section 14(a) Liability ("Report of Investigation") that may impact disclosure practices followed by parties...
Read MoreProject: Corporate Counsel - Law Firms Some Thoughts On Director Protection In Light Of The WorldCom And Enron Settlements Suggestions for Directors
Much has been reported in the media regarding the significance of the proposed settlement of federal securities law claims agreed to by certain former WorldCom outside directors as well as a similar settlement agreed to by certain former Enron outside directors. These events must be viewed in...
Read MoreRights Plans In An Era Of Stockholder Activism
The annual cycle of stockholder challenges to "poison pill" rights plans is underway again. In 2004, the Investor Responsibility Research Center (IRRC) reported that 101 rights plan proposals were submitted to companies, requesting that corporate boards redeem or terminate rights plans or subject...
Read MoreThe Importance Of Product Liability Risk Assessment In Business Valuation And Acquisitions
"Products liability and environmental issues pose unique and dangerous risks to any professional attempting to evaluate those topics.These are not areas that can, or should, be handled by a junior corporate lawyer or banker." It has become axiomatic that any analysis or critical evaluation of a...
Read MoreA Real Estate Practice With A Global Reach
Editor: Mr. Rosen, would you tell our readers something about your career? Rosen: I graduated from Georgetown University Law Center in 1981 and went on to clerk for Chief Judge David Edelstein of the United States District Court for the Southern District of New York for a year. Following that...
Read MoreTen Board Challenges For 2005
1. Establishing an appropriate tone at the top - Really! The standards of ethics and business conduct that are followed - or not followed - throughout a company impact the bottom line in many ways. (The newly-amended Federal Organizational Sentencing Guidelines are just the latest reminder that...
Read MoreDiversity - Law Firms Room At The Top For All
Stephen J. Dannhauser The Editor interviews Lisa Cuevas , Global Director of Diversity, Weil Gotshal & Manges LLP. Editor: I understand that you are the new director of global diversity at Weil Gotshal. Please describe your background in diversity. Cuevas: Diversity has always been a...
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