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Quorum - March 2025
March 31, 2025
Delaware Governor Signs Senate Bill 21 into Law, Significantly Amending Delaware Corporate Law
FinCEN Releases New Corporate Transparency Act Rule Exempting U.S. Entities and U.S. Beneficial Owners
FDIC Seeks Comment on Proposal To Rescind Its 2024 Statement of Policy on Bank Merger Transactions
SEC Updates Guidance on Lock-Up Agreements and Cash Tender Offers
SEC Issues Updated Guidance for Nonpublic Review of Draft Registration Statements
Securities Litigation Alert: Second Circuit Applies Fraud-on-the-Market Presumption to Section 10(b) Claims Based on Missed Appraisal Opportunity
Delaware Court of Chancery Permits Reliance on News Articles and Information Post-Dating Books and Records Demand
Quorum - February 2025
February 28, 2025
Delaware Supreme Court Reverses Court of Chancery on Standard of Review Applicable to Reincorporation Transactions in “TripAdvisor” Appeal
Legislation Proposed to Amend the Delaware General Corporation Law
The Corporate Transparency Act’s Reporting Obligations Are Back in Force
In re Oracle Corporation Derivative Litigation: Delaware Supreme Court Affirms Chancery Court Decision Not to Impose Fiduciary Duties on an Influential Minority Stockholder
Abandoning FCPA Would Endanger Ethical Shield for US Companies
SEC Staff Issues New Guidance Regarding Schedule 13D/G
Quorum - January 2025
January 30, 2025
Private Equity Controller-Led Sale Transactions Found Not to Involve Liquidity-Driven Conflict of Interest
FTC & DOJ: Board Observers Are Subject to the Antitrust Laws’ Prohibition on Interlocking Directorates
Corporate Transparency Act Remains on Hold Despite SCOTUS Stay of Injunction
Delaware Court Reins in Insurer’s Use of “Bump-Up” Exclusions to Deny Coverage Under D&O Policies
DOJ Allegations that KKR Systematically Failed to Comply With the HSR Act – Highlights Importance of DOJ Corporate Compliance Guidelines
SEC Brings Suit Against Elon Musk for Failure to Report Twitter Ownership
Quorum - December 2024
December 18, 2024
Nationwide Injunction Pauses Implementation of the Corporate Transparency Act
“Not Inquisitors”: Delaware Court of Chancery Shuts Down Sprawling Stockholder Inspection Demand Seeking to Investigate Corporation’s Global Regulatory Woes
Nasdaq Board Diversity Rules Overturned by US Court of Appeals
Corporate Compliance Programs: Updated DOJ Guidance in Antitrust Investigations
Delaware Court Reinforces Limits of Integration Clauses in Cytotheryx
Quorum - October 2024
October 30, 2024
Delaware Court of Chancery Weighs in on Earnout Provisions in Recent Cases
FTC Substantially Expands HSR Merger Notification Form’s Information and Documentary Requirements; Promises the Return of Early Termination
FTC Appeals Recent Losses in Non-Compete Rule Litigation, and Another Litigant Drops Its Challenge
Quorum - September 2024
September 20, 2024
FTC’s Rule Banning Non-Compete Agreements Is “Set Aside” Nationwide in District Court Ruling, But Two District Courts Find FTC Likely Has Authority to Issue Rules Prohibiting Unfair Methods of Competition
DOJ Announces Corporate Whistleblower Awards Pilot Program
Second Circuit Affirms Dismissal of Securities Fraud Class Action Alleging Undisclosed Projections
SEC Approves Nasdaq Corporate Governance Rule Amendments to Cure Periods and Phase-In Schedules
Quorum - August 2024
August 16, 2024
Delaware Chancery Court Finds a ~27% Founding Stockholder Is Not a Controller
Delaware Supreme Court Provides Guidance on Advance Notice Bylaws
Loper Bright, Jarkesy, and Implications for the SEC
The Delaware General Assembly Approves Amendments to the DGCL – Effective August 1, 2024
Schedule 13G – Preparing for the New Reporting Deadlines
Quorum - July 2024
July 12, 2024
Secondary Fraud Claims Against a Non-Party to M&A Deal Allowed to Procced Under Delaware Law
U.S. Treasury Proposes Regulation of U.S. Outbound Investments
District Court Issues Limited Preliminary Injunction in First Challenge to FTC Rule Prohibiting Use and Enforcement of Non-Compete Clauses
Quorum - June 2024
June 12, 2024
MFW Framework Inapplicable Where Conflicts Are Not Adequately Disclosed to Stockholders
After Referral from CFIUS President Biden Prohibits the Purchase of Wyoming Real Estate and Cryptocurrency Facility
Delaware Court of Chancery Clarifies “Commercially Reasonable Efforts” in Earn-Out Provisions
IRS Distributes New Ruling Requirements for Corporate Spin-Off Transactions
Quorum - May 2024
May 9, 2024
“Half-Truths,” Not “Pure Omissions”: Supreme Court Limits Section 10(b) Claims Based on Item 303 Nondisclosure to Omissions That Render Affirmative Statements Misleading
Delaware Supreme Court Expands MFW Applicability in Conflicted Controller Transactions
Proposed Amendments to the DGCL Address Issues Raised by Recent Delaware Court Decisions
Treasury Proposes Enhancing CFIUS Enforcement Authority
FTC Adopts Broad Ban on the Use of Non-Compete Clauses in Employment Agreements
Introducing Quorum - April 2024
April 10, 2024
SEC Adopts Climate-Related Disclosure Rules
Challenges to the Corporate Transparency Act
West Palm Beach Firefighters’ Pension Fund v. Moelis & Co.: An Affirmation of Statutory Board Authority
Sjunde AP-Fonden v. Activision Blizzard Inc.: What May be Common May not be Right
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