Firm Memoranda | Cahill Gordon & Reindel LLP

06.14.2013 New York Court of Appeals Limits Remedies Under NY General Business Law Sections
06.14.2013 Partnership Agreement Did Not Eliminate Implied Covenant of Good Faith and Fair Dealing
06.13.2013 Delaware Extends Class Action Tolling to Cross-Jurisdictional Class Actions
06.13.2013 Retention of Profits May Impact Insurance Coverage for Disgorgement Payments to the SEC
06.05.2013 SCOTUS Lets Stand Security Interest in Proceeds of Bankruptcy Transfer of FCC License
05.31.2013 SIGA Technologies, Inc. v. PharmAthene, Inc.: Delaware Supreme Court Finds Commitment to Negotiate in Good Faith Applies to Non-Binding Term Sheet
05.10.2013 Delaware District Court Permits WARN Class Action to Proceed Against Equity Sponsor as De Facto Employer
04.19.2013 Proposed Amendments to Delaware General Corporation Law Could Streamline Process for Acquiring Public Companies Incorporated in Delaware
04.03.2013 SEC: Social Media May be Used for Company Announcements if Investors are Alerted
03.29.2013 Comcast Corp. v. Behrend: The Supreme Court Holds That Rule 23(b)(3) Class Certification Requires Consistent Proof of Predominance with Respect to Liability and Damages
03.27.2013 Securities and Exchange Commission v. The NIR Group, LLC: E.D.N.Y. holds that SEC's 180-day Enforcement Requirement under Section 929U of the Dodd-Frank Act is not a Statute of Limitations
03.22.2013 Third Circuit Sets "Reasonable Belief" Standard for Corporate Whistleblowers Bringing Claims under Sarbanes-Oxley
03.15.2013 Delaware Chancery Court Holds that a Reverse Triangular Merger is not an Assignment by Operation of Law
03.15.2013 Chancery Court Holds that a Board’s Refusal to “Approve” the Nomination of a Dissident Slate of Director Nominees for Purposes of Deactivating a Change of Control Put Provision is a Breach of Fiduciary Duty
03.13.2013 Nasdaq Proposes Change to Listing Standards to Require that Listed Companies Have an Internal Audit Function
03.08.2013 Consensual Deal Ends Restructuring of Vitro S.A.B., de C.V.; Predicting its Potential Impact Begins
03.01.2013 Amgen Inc. v. Connecticut Retirement Plans and Trust Funds: Proof of Materiality Is Not Required For Class Certification in a Fraud-on-the-Market Action
02.28.2013 United States Supreme Court Limits Time for SEC to Bring Civil Penalty Actions
02.11.2013 Caldwell v. Cablevision Systems Corp.: The New York Court of Appeals Rules that High-Paid Witness Testimony is Admissible, But May Require a Jury Charge as to Potential Bias
02.04.2013 ISS Opens “Governance QuickScore” Web Portal with February 15 Deadline for Issuer Data Review