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Mar 7, 2024 | 
jdsupra.com | Brad Bondi |Sean Donahue |Eduardo Gallardo
March 7, 2024
Brad Bondi, Sean Donahue, Eduardo Gallardo, Ruonan Song, Spencer Young
Paul Hastings LLP
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On February 23, 2024, the U.S. District Court for the District of Columbia ruled in favor of Institutional Shareholder Services Inc.
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Mar 7, 2024 | 
lexology.com | Tara Giunta |Sean Donahue |Mehran Massih |Spencer Young |Paige Rinderer
In an open meeting on Wednesday, March 6, 2024, the Securities and Exchange Commission (“SEC”) approved in a 3-2 vote a Final Rule on climate disclosures that will “require registrants to provide certain climate-related information in their registration statements and annual reports.”[1] As many expected, the Final Rule, available here, includes significant cutbacks to the requirements contained in the initial proposal, most notably dropping Scope 3 disclosure requirements.
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Mar 6, 2024 | 
lexology.com | Brad Bondi |Sean Donahue |Eduardo Gallardo |Spencer Young |Ruonan Song
On February 23, 2024, the U.S. District Court for the District of Columbia ruled in favor of Institutional Shareholder Services Inc. (“ISS”), a leading proxy advisory firm, on the party’s motions for summary judgment, ending a years long dispute over whether proxy voting advice for a fee constitutes solicitation subject to the federal proxy rules, which are codified in the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
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Jan 25, 2024 | 
jdsupra.com | Brandon Bortner |Will Burns |Sean Donahue
SummaryOn January 24, 2024, nearly two years after the SEC initially proposed industry-chilling rules overhauling the treatment of special purpose acquisition companies (“SPACs”) in their IPOs and de-SPAC transactions, the SEC adopted final rules. The adopting release is quite extensive, clocking in at 581 pages.
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Jan 24, 2024 | 
lexology.com | Sean Donahue |Will Burns |Brandon Bortner |Jonathan Ko |Spencer Young
SummaryOn January 24, 2024, nearly two years after the SEC initially proposed industry-chilling rules overhauling the treatment of special purpose acquisition companies (“SPACs”) in their IPOs and de-SPAC transactions, the SEC adopted final rules. The adopting release is quite extensive, clocking in at 581 pages.
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Jan 16, 2024 | 
lexblog.com | Sean Donahue |Eduardo Gallardo
In Kellner v. AIM Immunotech Inc., et al. (December 28, 2023), Vice Chancellor Will upheld the company’s rejection of an advance notice of nomination finding that the Board acted reasonably and equitably in rejecting the notice and that it did not breach its fiduciary duties in enforcing valid advance notice bylaws.
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Jan 5, 2024 | 
jdsupra.com | Sean Donahue |Eduardo Gallardo
In Kellner v. AIM Immunotech Inc., et al., Vice Chancellor Will of the Delaware Court of Chancery upheld the company’s rejection of an advance notice of nomination finding that the Board acted reasonably and equitably in rejecting the notice and that it did not breach its fiduciary duties in enforcing valid advance notice bylaws.
Please see full publication below for more information.
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Jan 4, 2024 | 
jdsupra.com | Sean Donahue |Eduardo Gallardo |David Hearth
Recent decisions from the U.S. Court of Appeals for the Second Circuit and the U.S. District Court for the Southern District of New York have brought attention to anti-takeover strategies employed by registered closed-end investment companies amidst shareholder activism campaigns.
Please see full publication below for more information.
Download PDF
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Jan 4, 2024 | 
lexology.com | Sean Donahue |Eduardo Gallardo |David Hearth
Recent decisions from the U.S. Court of Appeals for the Second Circuit (Second Circuit) and the U.S. District Court for the Southern District of New York (SDNY) have brought attention to anti-takeover strategies employed by registered closed-end investment companies amidst shareholder activism campaigns. These rulings highlight the scrutiny placed on the legality and effectiveness of certain defensive tactics. In Saba Capital CEF Opportunities1, Ltd. et al. v. Nuveen Floating Rate Income Fund et al.
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Dec 20, 2023 | 
jdsupra.com | Brad Bondi |Sean Donahue |Eduardo Gallardo
Two recent rulings from the Delaware Court of Chancery relating to matters that arose in shareholder activism campaigns were favorable to companies. In Paragon Technologies, Inc. v. Terence J. Cryan, et al. (November 30, 2023) and Texas Pacific Land Corporation v. Horizon Kinetics LLC, et al.
