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In Proposing Move From Delaware To Nevada, This Corporation Cites The Burden Of MFW

JD Supra: Mergers

Earlier this week, The Trade Desk, Inc. The purpose of the meeting is to approve the reincorporation of the corporation from the State of Delaware to the State of Nevada by conversion. filed preliminary proxy materials for a special meeting of stockholders.

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Trade associations emphasise need for credit ratings to bolster EU corporate bond transparency regime

The TRADE

As ESMA’s review of European Union’s post-trade transparency regime enters its final stage, European trade associations have stressed the importance of credit ratings in underpinning the success of the EU post-trade transparency framework for corporate bonds.

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SEC Prevails in Novel "Shadow Trading" Insider Trading Trial

JD Supra: Mergers

The Securities and Exchange Commission ("SEC") won at trial in its first "shadow trading" case, holding a corporate official liable for insider trading for using nonpublic information about his company's acquisition to trade in securities of a third-party company that was not involved in the acquisition. By: Jones Day

Trading 172
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Takeaways for In-House Counsel from the SEC’s “Shadow Insider Trading” Trial

JD Supra: Mergers

On April 5, 2024, a jury in California federal court found a former corporate executive liable for insider trading in SEC v. Panuwat, a novel enforcement action involving a theory known as “shadow trading.” In Panuwat, the U.S. By: Morrison & Foerster LLP

Trading 187
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Court of Chancery Applies Entire Fairness Standard to Conversion of Delaware Corporation to Nevada Corporation

JD Supra: Mergers

TripAdvisor and its controlling corporation, both publicly traded Delaware companies, announced plans to convert to Nevada corporations. Shareholders sued to enjoin the conversions, alleging that the boards of directors had approved the conversions in order to reduce their potential liability in future transactions.

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Court of Chancery Finds Officer Liable for Competing With Corporation and Misappropriating Trade Secrets

JD Supra: Mergers

of the Court of Chancery delivered a decision finding that the president of a plaintiff company and a second business the president had formed and served simultaneously were liable for his misappropriation of trade secrets, breach of contract and breaches of his fiduciary duty of loyalty to the plaintiff. Fioravanti, Jr.

Trading 172
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No Exception for the Masses: Update on the Corporate Transparency Act

JD Supra: Mergers

As many of you may have seen in the news, on March 1, 2024, a federal district court in Alabama found the Corporate Transparency Act (CTA) unconstitutional. The suit, National Small Business United v.