BLT: July 2015



Business & Corporate

Recent Developments Related to the SEC’s Shareholder Proposal Rule

There were three significant developments relating to Rule 14a-8, the SEC’s shareholder proposal rule, during the 2015 proxy season that have the potential to change the shareholder proposal landscape for years to come: (1) the proliferation of proxy access shareholder proposals; (2) the SEC staff’s decision not to express its views on the exclusion of conflicting shareholder proposals; and (3) the Third Circuit holding that a shareholder proposal submitted to Wal-Mart Stores, Inc., was excludable under Rule 14a-8.

Business & Corporate

When the Tides Turn: Fiduciary Duties of Directors and Officers of Distressed Companies

In the aftermath of corporate distress, the directors and officers of a company may find that their actions and decisions are challenged by various creditor and shareholder constituencies. Often, such challenges are presented as claims of breaches of fiduciary duty. This article will consider what corporate directors and officers (and the lawyers who represent them) should know about fiduciary duties in the zone of insolvency and beyond.


Business & Corporate

KEEPING CURRENT: Recent Developments in the Commercial Division of the New York State Supreme Court (Part Two)

Last year, the author reported on the many then-recent changes that had taken place in the Commercial Division of the New York State Supreme Court to ensure the expeditious resolution of business cases. There has been “no rest for the weary,” however, as the Chief Judge’s Commercial Division Advisory Council continues to recommend innovations to streamline the resolution of business disputes.

Business & Corporate

DELAWARE INSIDER: Delaware Supreme Court Clarifies Divide Between Direct and Derivative Claims in Breach of Contract Actions and Demonstrates the Value of the Certified Question

In NAF Holdings, LLC v. LI & Fung Trading Ltd., (Del. June 24, 2015), the Delaware Supreme Court, in response to a question submitted by the Second Circuit, clarified the distinction between a direct and derivative action and held that “a suit by a party to a commercial contract to enforce its own contractual rights is not a derivative action under Delaware law,” even where the only economic damage the plaintiff suffered was to the value of stock of two wholly owned subsidiaries. The NAF Holdings decision also illustrates how the Supreme Court’s authority to answer questions certified to it allows the Court quickly and efficiently to decide critical legal issues as they arise, and to develop and strengthen Delaware’s corporate law.

Business & Corporate

MEMBER SPOTLIGHT: An Interview with Renie Yoshida Grohl

The progression of Renie Yoshida Grohl's legal career was not the result of a master plan, but of good fortune. "All these job opportunities came to me," she said. "I have to tell you, I feel very fortunate." In private practice, she spent the majority of her time representing savings and loan associations. She then served as Senior Vice President and Group Executive for Regulatory Affairs at the U.S. League of Savings Institutions, Deputy General Counsel at the Federal Housing Finance Board, and Senior Vice President and Deputy General Counsel at Fannie Mae. She currently serves as the Budget Officer for the Business Law Section of the ABA.