Corporate & Commercial

November 21, 2019

Since the 2016 Second Circuit decision in Madden v. Midland Funding, LLC,[1] banks and their non-bank lending partners have faced legal uncertainty about their ability to assign or transfer loans. The Madden decision and subsequent actions by state courts have called into question the “valid-when-made” doctrine, which stands for the proposition that a loan that is valid at its inception cannot become usurious upon a later sale or transfer to another person. For a…

Cleary M&A and Corporate Governance Watch

ISS Updates its 2020 Proxy Voting Policies

By Michael Albano, Arthur H. Kohn, Mary E. Alcock, Elizabeth K. Bieber, Julia M. Rozenblit & Suzannah Golick

November 21, 2019

A week after Glass Lewis issued its 2020 proxy voting guidelines,[1] Institutional Shareholder Services (ISS) released its final updates to its 2020 proxy voting policies. The updated policies will be applied to shareholder meetings beginning on February 1, 2020, and the changes to U.S. polices are summarized below.…

Product Liability & Mass Torts Blog

District Court Decision on EPA Reporting Could Affect Asbestos Litigation

By J. Michael Showalter

November 21, 2019

Environmental non-governmental organizations (NGOs) are pursuing litigation against EPA to force companies that have never intentionally used asbestos in a product to file reports linking their products to asbestos. Manufacturing and chemical companies should keep an eye on Asbestos Disease Awareness Organization v. Wheeler – currently pending in California federal court – where the NGOs seek to dramatically increase companies’ obligations to disclose that their products contain asbestos – even where it is just present…

Appraisal Rights Litigation Blog

Delaware Chancery Rules Activist Investors Cannot Use 220 Demand in Aid of Potential Proxy Contest

By Jarett Sena

November 21, 2019

Recently, Vice Chancellor Slights refused to grant Carl Icahn and affiliates’ novel request for a company’s books and records in order to mount a proxy contest against Occidental for agreeing to an allegedly bad deal with Anadarko. The Vice Chancellor ruled that furthering a proxy contest was not a “proper purpose” to support the activist investors’ demand to inspect the corporation’s books and records under section 220 of the DGCL. Icahn’s potential proxy fight comes after…

China Law Blog

Hong Kong’s Demise

By Fred Rocafort

November 21, 2019

This blog has not minced words when it comes to describing the grim situation in Hong Kong, which, as one of my former colleagues at the State Department puts it, “will get worse before it doesn’t get better.” Signs of Hong Kong’s demise as an international business center are plentiful. The city is in recession. Hong Kong airlines are cutting flights and losing revenue. Hotel occupancy rates are down. Foreign companies and governments…

Free Writings + Perspectives

SEC Announces Upcoming Conference

By Anna T. Pinedo

November 21, 2019

The Securities and Exchange Commission announced that it will host a conference on December 4, 2019 entitled “The State of Our Securities Markets.” The conference includes representatives from various government agencies, as well as private sector representatives. Areas of focus at the conference will include global macroeconomic trends—and their impacts on our capital markets; changes to the global equity and credit markets—including how today’s markets differ from those of the early 2000s and market concentration…

Westchester Commercial Division Blog

“May I Make This Motion, Please?” – For Motions to Dismiss After Filing the RJI but Before the Close of Discovery, Request a Conference

By Gregory Blue

November 21, 2019

Defendants usually make a CPLR 3211 motion to dismiss at the outset of the case and file it together with a Request for Judicial Intervention (RJI). In that situation, a defendant can simply file the motion without contacting the court in advance. When a defendant makes a later motion to dismiss, though, it is best to check the rules, because you may have to first request a conference. On November 14, 2019, in Dwyer v.…

Canna Law Blog™

The Risks of Infusing Hemp-CBD Topical Products with Essential Oils and Menthol

By Nathalie Bougenies

November 21, 2019

As we have previously discussed, the sale and marketing of hemp-infused cannabidiol (“Hemp-CBD”) cosmetics, such as salves, lotions and creams (collectively “Topicals”), present the lowest risk for businesses wishing to enter this booming industry. We have quite a few clients pursuing this path, from small-batch manufacturers to national retail outlets. Generally, a Topical may be lawfully sold in interstate commerce if it is not (1) adulterated (i.e., unsafe) or misbranded; and (2) intended to be…

Whistleblower Protection Blog

Retaliated against for exposing massive fraud

By Kait Pararas

November 21, 2019

As part of our #GivingTuesday campaign this year, the National Whistleblower Center is highlighting the stories of several whistleblowers who spoke at the 2019 National Whistleblower Day celebration. Eugene “Gene” Ross is a former Bear Stearns employee who uncovered the Amerindo Investment Advisor fraud in September 2004. The principals of Amerindo – Alberto Vilar and Gary Tanaka – misappropriated at least $5 million from a client and made false and misleading statements. In November…

The CLS Blue Sky Blog

Quality Shareholder Voting

By Lawrence A. Cunningham

November 20, 2019

This post lays out a new approach to shareholder voting designed to increase the voting power of long-term committed shareholders: adding votes to shares based on both long holding periods and high concentrations. Called quality voting, the approach would give more votes to corporate shares held in large amounts for long periods. Quality voting should be far less controversial than dual class share structures and would avoid the drawbacks of time-weighted plans. The standard default voting…