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SEC Executive Compensation Proposals Merit Prompt Attention: Still Time To Avoid The Glare - Part I
Editor's Note:Part II of this article will appear in an upcoming issue of The Metropolitan Corporate Counsel. Earlier this year, the SEC proposed extensive revisions to the rules regarding executive and director compensation. Comments are due by April 10. If the SEC's projected 2007 effective...
Read MoreDelaware Chancery Court Highlights Pitfalls Of A Flawed Special Committee Process In Interested Merger Transactions
Introduction On December 21, 2005, the Delaware Court of Chancery issued its decision in In re Tele-Communications, Inc. S'holders, Litig., Civ. A. No. 16470 (Del. Ch. Dec. 21, 2005) ("TCI"). TCI involved the sale of TCI to AT&T, in which the holders of the higher-voting...
Read MoreCNOOC And U.S. Foreign Investment Rules: Today's "Screen" May Be Tomorrow's "Wall"
The recent effort by the China National Overseas Oil Company (CNOOC) to acquire the U.S. oil company Unocal unleashed what can only be described as a firestorm of opposition. The motivations for that opposition were mixed, and included pure political efforts to "kill" the CNOOC bid, a hostile...
Read MoreSecurities And Exchange Commission Proposed Guidance On The Scope Of Section 28(e)
Investment advisers are fiduciaries with respect to their clients, and as such are obligated to act in their clients' best interests in entering into brokerage transactions. Specifically, investment advisers have a duty to obtain "best execution" in connection with client transactions. Best...
Read MoreTreasury Proposes Deferred Compensation Regulations: Brave New World For Executives
Internal Revenue Code Section 409A ("Section 409A") became effective on January 1, 2005. It radically changed the procedures that employers must establish and follow when their employees defer compensation to a later year, and when they receive payments of previously deferred compensation that was...
Read MoreThe Duty Of Good Faith: A New Doctrine Or A Variation Of An Old One?
Editor: Mr. Seidman, would you tell our readers something about your background? Seidman: I grew up in the New York area, in Scarsdale in Westchester County. I went to Yale for my undergraduate degree and to the University of Virginia for my law degree. Following law school, I clerked in the...
Read MoreTechnology - Law Firms What Every Business Should Know About Data Security
A recent wave of high-profile data security breaches involving unauthorized access to personal data highlights the increasing problem of identity theft and other information-related crimes. These personal data security breaches and the proposed state and federal legislation triggered by such...
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