Posts tagged Liz Trower
Jaroslawicz v. M&T Bank: Dismissing Class Action Complaint Under Section 14(a) of the Securities Exchange Act of 1934

In Jaroslawicz v. M&T Bank Corp., No. 15-897-RGA, 2017 BL 385847 (D. Del. Oct. 27, 2017), the United States District Court for the District of Delaware granted M&T Bank Corp.’s (“M&T”) and Hudson City Bancorp, Inc.’s (“Hudson City”), along with the companies’ directors and officers at the time the companies merged, (collectively “Defendants”) motion to dismiss the second amended class action complaint by David Jaroslawicz, individually and on behalf of former Hudson City Bancorp stockholders (“Plaintiffs”).

In February 2013, M&T and Hudson City executed a merger agreement and issued a Joint Proxy statement, which included the text of the merger agreement. The merger was initially expected to close in the second quarter of 2013.

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In re Medtronic Inc.: Distinguishing Direct versus Derivative Claims under Minnesota Law

In In re Medtronic Inc., Shareholder Litigation., 2016 WL 6066253 (Minn. 2017), the Supreme Court of Minnesota affirmed in part, and reversed in part Kenneth Steiner’s (“Respondent”) claims asserted in a class-action challenge to Medtronic, Inc.’s (“Medtronic”) acquisition of Covidien plc (“Covidien”). The court held Respondent’s claim of injury due to an excise tax was derivative and thus subject to Minn. R. Civ. P. 23.09, while the claims asserting injury due to dilution of shareholder’s interest in Medtronic and capital-gains tax liability were direct and thus not subject to the requirements of Minn. R. Civ. P. 23.09.

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No-Action Letter for Wal-Mart Store, Inc. Permitted the Exclusion of Corporate Governance Reform Proposal

In Wal-Mart Stores, Inc., 2017 BL 87193 (March 16, 2017), Wal-Mart Stores, Inc. (“Wal-Mart”) asked the staff of the Securities and Exchange Commission (“SEC”) to permit the omission of a proposal submitted by shareholder Jing Zhao (“Shareholder”) requesting Wal-Mart revise its corporate governance guidelines to allow the board of directors to discontinue and remove disqualified members of the board of directors in accordance with applicable laws. The SEC declined to issue the requested no action letter under Rule 14a-8(i)(10).

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The Director Compensation Project: Pfizer, Inc. (PFE)

This post is part of an ongoing series that examines the way stock exchange independence rules relate to director compensation. We are for the most part including companies from 2017’s Fortune 500 and using information found in their 2016 proxy statements.

NASDAQ and the NYSE have similar rules with respect to director independence. NYSE Rule 303A.01 requires that each listed company’s board of directors be comprised of a majority of independent directors. A director does not qualify as “independent” if he or she has a “material relationship with the company.” NYSE Rule 303A.02(a).

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