Fresenius is the First (General) MAC in Delaware History (Part II of II) This is a follow-up article about the first seller that successfully terminated a deal in Delaware due to a MAC clause. The previous article addressed the General MAC clause. This article addresses the Regulatory MAC clause. Introduction This is a follow-up article about the first seller that successfully terminated a deal in Delaware due to a Material Adverse Change (MAC) clause. The previous article addressed the General MAC clause. This article addresses the Regulatory MAC clause. Recap of the Dispute This case is about a merger agreement…
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Just because a corporate stock price is on the rise, is that justification enough for the huge payouts executives receive? While shareholder returns are usually the most prominent factor considered by corporations when determining executive pay, many elite business school educators and industry experts don’t think they should be. They contend that executives regularly profit off short-term bullish markets where returns had little or nothing to do with their operations, strategy or lack of innovation. In an interesting piece by The New York Times, experts suggest that executive pay should be tied more closely to what management did to increase…
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California Sanctions Husband for Hidden Account. Wisconsin Finds ESOP Was Properly Governed In White v. Marshall & Isley Corporation, the U.S. District Court for the Eastern District of Wisconsin dismisses a case asserting that employee stock ownership plan (ESOP) fiduciaries violated their duty of prudence. In re: Simmons, tried in the Court of Appeals of California, found the husband subject to additional sanctions for his failure to disclose a separate property savings account. Find out more.
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Plus: Bishop v. Commissioner Rules on When and Whether a Bad Debt Loss Can Be a Claimed Deduction In Schwab v. Commissioner, a case turns on when a variable universal life insurance policy is a taxable event. In Boone Operations Co., LLC v. Commissioner, find out when contributing fill dirt to the city of Tucson is or isn’t a charitable or taxable event.