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In a recent bench ruling, the Delaware Court of Chancery refused to dismiss a stockholder’s complaint alleging, among other things, that a company’s board of directors had amended a stock incentive plan without obtaining stockholder approval as required by the listing rules of the New York Stock Exchange ("NYSE"). The court did so even though the company had received email confirmation from the NYSE staff agreeing that stockholder approval was not required ...

After the recent downturn, examiners have been placing more emphasis on reputation risk. This emphasis, however, is being applied paternalistically, in a way that is limiting legitimate transactions. I have heard of examiners advising bankers to terminate relationships with payday lenders because of reputation risk. The examiners are implicitly saying the risk of such association will so damage an institution's reputation as to jeopardize safety and soundness ...

An expansion strategy doesn’t always need to be M&A driven. Hunton & Williams LLP partners Robert Acosta-Lewis  and Susan Failla make the case for strategic alliances.  When considering expanding into emerging markets, companies often look to traditional M&A opportunities or explore possible distribution or sales representation relationships.  While both of these avenues may offer potential advantages, they also carry risks and limitations ...

Don't bank just yet on putting your marketing muscle behind the safe and effective off-label uses of your FDA-approved drugs, or defending your next mass consumer class action on First Amendment grounds. But you can start giving those multi-billion dollar prospects some serious thought, because constitutional winds are blowing through the Code of Federal Regulations ...

Hunton Andrews Kurth LLP | August 2013

he designation of critical habitat under the Endangered Species Act (ESA) can result in significant and costly consequences for landowners, industry, government, and other entities—often with little if any evidence of a commensurate benefit to the species involved. In Critical Habitat and the Challenge of Regulating Small Harms, Professor Dave Owen provides a valuable contribution to assessing the role of critical habitat during  consultation on federal agency actions under ESA section 7 ...

Hunton Andrews Kurth LLP | August 2013

BackgroundFollowing much anticipation on the part of health care industry members, CMS released its long-awaited final rule on the Physician Payment Sunshine Act in February 2013, supplying clarification and guidance on new financial disclosure requirements governing pharmaceutical and medical device manufacturers. The rule includes extensive and potentially time-consuming mandates for drug and device companies, including reporting of annual payments to physicians and teaching hospitals ...

Hunton Andrews Kurth LLP | August 2013

On January 17, 2013, the United States Bankruptcy Appellate Panel for the First Circuit (the "First Circuit BAP") rendered its opinion in Massachusetts Department of Unemployment Assistance v. OPK Biotech, LLC (In re PBBPC, Inc.), BAP No. MB 12-042 (B.A.P. 1st Cir. Jan ...

Hunton Andrews Kurth LLP | August 2013

In response to solar industry concerns that its regulations were stifling the country’s solar energy development, the Federal Energy Regulatory Commission initiated a rulemaking on January 17 to amend its regulations applicable to the interconnection of facilities of 20 MW or less to the grid ...

Hunton Andrews Kurth LLP | October 2013

When bankers and First Amendment lawyers encounter each other at cocktail parties, they can struggle to find common interests. Here is something to break the ice. In July 2010, President Obama signed into law the Dodd-Frank Act, the most comprehensive series of financial regulatory reform measures since the Great Depression. Just one year later, the United States Supreme Court issued Sorrell v. IMS Health, Inc., 131 S. Ct ...

Hunton Andrews Kurth LLP | October 2013

On October 22, 2013, the National Institute of Standards and Technology (“NIST”) issued the Preliminary Cybersecurity Framework (the “Preliminary Framework”), as required under Section 7 of the Obama Administration’s February 2013 executive order, Improving Critical Infrastructure Cybersecurity (the “Executive Order”). The Preliminary Framework includes standards, procedures and processes for reducing cyber risks to critical infrastructure ...

Hunton Andrews Kurth LLP | November 2013

On October 25, 2013, the Standing Committee of the National People’s Congress of the People’s Republic of China passed an amendment to the P.R.C. Law on the Protection of Consumer Rights and Interests (the “Amendment”) ...

Hunton Andrews Kurth LLP | November 2013

On December 2, 2013 the US Supreme Court will hear oral arguments in BG Group v. Argentina, addressing for the first time the applicable rules when a US court reviews an international arbitral award made under a bilateral investment treaty. This case has earned the attention of the international arbitration community, given its potential impact on future arbitral practice in the United States and abroad ...

Hunton Andrews Kurth LLP | November 2013

A recent court order in favor of the Commodity Futures Trading Commission (or CFTC) and new rules issued by CFTC establish a standard of liability for depository institutions that fail to fulfill their customer funds protection obligations under the Commodity Exchange Act (or CEA) and, thus, requires them in certain circumstances to monitor the activities of clients that are registered with CFTC as futures commission merchants (or FCMs), commonly known as commodity brokers ...

Hunton Andrews Kurth LLP | December 2013

Negotiation of the proposed EU Data Protection Regulation has faltered. While there is still a possibility that the Regulation could be passed before the May 2014 European elections, that looks increasingly remote. The main stumbling block appears to be the difficult issue of the ‘one stop shop’, which has produced deadlock within the Council of Ministers.  The ‘one stop shop’ proposal is inherently difficult, but until now has been referenced in somewhat superficial terms ...

Hunton Andrews Kurth LLP | December 2013

More than three years after first announcing that it was considering issuing regulations applying the Americans with Disabilities Act to websites, the US Department of Justice (DOJ) appears on the verge of announcing its proposed rules for website accessibility. While the DOJ originally stated that it anticipated issuing its Title II website accessibility rules for websites operated by state and local governments by November 2013, it now expects to issue these rules by the end of the year ...

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