Remove agencies u-s-government-accountability-office
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SEC Chair Gensler on Final Rules Regarding Mandatory Climate Risk Disclosures

Reynolds Holding

Our agency, though, was set up to be merit neutral. 2] We did so in 1980 when the agency adopted Management’s Discussion and Analysis (MD&A) sections in Form 10-K. [3] 7] It is this same materiality standard that appears in numerous disclosure rules governing registration statements and public company annual reports. [8]

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How Directors’ Oversight Duties and Liability under Caremark Are Evolving

Reynolds Holding

To enhance deterrence and promote its commitment to limiting companies to lawful profits, corporate law needs to create personal incentives for directors and officers to deter misconduct. As a result, derivative plaintiffs’ claims have survived motions to dismiss where defendants would have prevailed under Caremark ’s original formulation. [6]

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Business Divorce in the Divorce Courts

Farrel Fritz

Last fall, I wrote about a matrimonial-turned-business dispute simultaneously playing out in Delaware Chancery Court and Manhattan’s Matrimonial Division between reality television personality Julia Haart and her former paramour, billionaire Silvio Scaglia, over ownership of modeling agency Elite World Group, Inc. The Issues.

Banking 52
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Davis Polk Discusses Rulings on Fed’s Denial of Master Accounts to Custodia and PayServices

Reynolds Holding

Two federal district courts recently upheld decisions by the Federal Reserve Bank of Kansas City (FRBKC) and the Federal Reserve Bank of San Francisco (FRBSF) to deny master account applications from Custodia Bank (Custodia) and PayServices Bank (PayServices). Custodia filed an application for a master account in October 2020 with the FRBKC.

Banking 45
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Milbank Discusses Universal Proxy and “Horizontal” Conflicts

Reynolds Holding

2] These disclosure rules, even after Rule 14a-19’s adoption, fail to address the fundamental difference between a stockholder nominating a director to the board, and a corporation nominating a director to the board. If the nominee has conflicting loyalties, those should be laid out in detail for voting stockholders.

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A Marketing Pitch for Corporate Criminal Law

Reynolds Holding

1] Brand-name corporations find themselves on the wrong side of the law for everything from accounting fraud to homicide to narcotics dealing. [2] When prosecutors and agencies ignore basic marketing principles, they undermine the deterrent impact of the public, expressive act inherent in corporate criminal enforcement. [8]