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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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