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2 weeks ago | 
mondaq.com | Nicholas O'Keefe |Eric Pearson |John Wilson |Harper Brown
FL Foley & Lardner More Foley & Lardner LLP looks beyond the law to focus on the constantly evolving demands facing our clients and their industries. With over 1,100 lawyers in 24 offices across the United States, Mexico, Europe and Asia, Foley approaches client service by first understanding our clients’ priorities, objectives and challenges.
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Jan 8, 2025 | 
mondaq.com | Nicholas O'Keefe
FL Foley & Lardner More Foley & Lardner LLP looks beyond the law to focus on the constantly evolving demands facing our clients and their industries. With over 1,100 lawyers in 24 offices across the United States, Mexico, Europe and Asia, Foley approaches client service by first understanding our clients’ priorities, objectives and challenges.
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Jan 2, 2025 | 
jdsupra.com | Nicholas O'Keefe
The SEC’s settlement with James R. Craigie, former CEO, chairman, and director of Church & Dwight Co. Inc., for violating proxy disclosure rules by standing for election as an independent director without disclosing his close personal friendship with a senior Church & Dwight executive[1] has caused consternation in the legal community regarding when a friendship jeopardizes director independence under stock exchange rules.
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Jul 24, 2024 | 
jdsupra.com | Mead Misic |Nicholas O'Keefe |Chethan K. Srinivasa
The modern semiconductor industry was born in the 1950s in the United States, and the United States remained the indisputable industry leader for the first few decades of its development. But over the last few decades, the industry has increasingly globalized and in many areas, such as foundries, the United States has lost its preeminence.
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Jul 19, 2024 | 
jdsupra.com | Philip C. Babler |Douglass Lightfoot |Nicholas O'Keefe
Delaware’s Legislature passed significant amendments to the Delaware General Corporation Law (the “DGCL”) in June, at the end of its legislative session. These amendments were signed into law by Governor John Carney on July 17, 2024, and will become effective on August 1, 2024. The amendments were largely intended to overturn three recent decisions of Delaware’s Court of Chancery.
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Jul 19, 2024 | 
mondaq.com | Philip C. Babler |Nicholas O'Keefe |Douglass Lightfoot
Delaware's Legislature passed significant amendments to the
Delaware General Corporation Law (the "DGCL") in June, at
the end of its legislative session. These amendments were signed
into law by Governor John Carney on July 17, 2024, and will become
effective on August 1, 2024. The amendments were largely intended
to overturn three recent decisions of Delaware's Court of
Chancery.
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Jul 18, 2024 | 
natlawreview.com | Amol Parikh |Philip C. Babler |Nicholas O'Keefe |Lina Fernandez
Franz Kaldewei GmbH & Co. KG v. Bette GmbH & Co. KGThe Unified Patent Court (UPC) issued its first decision on the merits, granting the first-ever permanent injunction covering seven UPC member states. Franz Kaldewei GmbH & Co. KG v. Bette GmbH & Co. KG (Düsseldorf Local Division, July 3, 2024). The UPC found that the asserted patent was invalid in its granted form due to obviousness but upheld as valid an auxiliary request on which the injunction is based.
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Apr 26, 2024 | 
mondaq.com | Nicholas O'Keefe |Jessica S. Lochmann |Philip C. Babler |Arata Kaku- McGowan
Court rejects failure to disclose information required
under Regulation S-K Item 303 as basis for Rule 10b-5 claim, holds
that unlike "half-truths," "pure omissions" are
not actionable under Rule 10b-5
On April 12, 2024, the United States Supreme Court delivered an
important decision on the issue of whether a failure to make
disclosure required under Item 303 of Regulation S-K can support a
Rule 10b-5 claim, even in the absence of an otherwise-misleading
statement.
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Apr 24, 2024 | 
jdsupra.com | Philip C. Babler |Jessica S. Lochmann |Nicholas O'Keefe
Court rejects failure to disclose information required under Regulation S-K Item 303 as basis for Rule 10b-5 claim, holds that unlike “half-truths,” “pure omissions” are not actionable under Rule 10b-5On April 12, 2024, the United States Supreme Court delivered an important decision on the issue of whether a failure to make disclosure required under Item 303 of Regulation S-K can support a Rule 10b-5 claim, even in the absence of an otherwise-misleading statement.
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Apr 22, 2024 | 
mondaq.com | Nicholas O'Keefe |Philip C. Babler |Eric Chow |Robin Zhang
Rejecting the argument in a motion to dismiss that a
covenant not to sue for breach of fiduciary duties in a stockholder
agreement that applied to drag-along transactions was facially
invalid, the Delaware Court of Chancery held that such covenants
can be legitimate forms of "fiduciary tailoring" and
provided fact-specific test for determining their
validity.
