The “Secret Gardens” at the SEC: Commissioner’s Remarks on Staff-Level Guidance and the Unintended Consequence of “Secret Law”

SEC Commissioner Hester Peirce recently spoke at the 2019 PLI SEC Speaks conference in Washington, D.C.  The title of Peirce’s speech, “SECret Garden,” references the popular children’s novel, The Secret Garden, by Frances Hodgson Burnett.  In the novel, the protagonist … Continue reading

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“Oppressive” Conduct, Judicial Dissolution & How to Avoid It

A minority shareholder may petition the Court to dissolve a corporation on grounds that a majority shareholder has engaged in fraudulent, oppressive, or illegal conduct. If judicial dissolution is ordered, the company can be liquidated or even sold. Although dissolution … Continue reading

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How Director and Officer Indemnification Agreements Can Help Attract Top Talent

A substantial uptick in securities litigation and an increased regulatory enforcement focus have put directors and officers squarely in the cross-hairs for exposure from lawsuits and investigations.  To attract and retain high-quality directors and officers, companies should review and, if … Continue reading

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