SEC Compliance and Disclosure Update

October 28, 2014

Complimentary Webinar Series

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McGuireWoods’ SEC practice group provided an informative discussion of securities law developments, as well as guidance on compliance matters.

Sotheby’s Poison Pill Implications
David N. Oakey, Partner
Dave discussed the practical implications from the recent Delaware case (Third Point LLC v. Ruprecht, et al., C.A. No. 9469-VCP (Del. Ch. May 2, 2014)) contesting Sotheby’s poison pill.

SEC’s Section 13/16 Violation Sweep
David S. Wolpa, Associate
David provided a review and analysis of the SEC’s recent sweep of Section 13 and 16 violations and practical consequences.

“The Garner Doctrine”
Thomas E. Spahn, Partner
Tom discussed a recent Delaware Supreme Court case recognizing what is called the Garner doctrine—which can allow shareholders to access privileged communications between management and the corporation’s lawyers. He also explaiedn how this new case fits into the context of the fiduciary exception, which can apply in ERISA and other contexts.

Privilege in Internal Investigations
Tom Spahn also discussed a recent D.C. Circuit Court decision that dramatically expanded privilege protection for internal corporate investigations—and addressed the odds of other courts taking the same favorable approach.

In re: Rural/Metro Corporation Shareholders Litigation
Jeffrey Lee Rothschild, Partner
Jeff discussed a recent opinion assessing approximately $76 million in damages to the primary financial advisor for having aided and abetted the board of directors in breaching its fiduciary duties in In re: Rural/Metro Corporation Shareholders Litigation.

Moderated by Stephen E. Older, Partner, McGuireWoods LLP