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M&A Trends of 2005: Tory's Top 10 List ( February 2006 )
Mergers and acquisitions are back! If 2005’s strong resurgence of M&A activity in Canada continues, 2006 M&A activity is likely to be brisk. This is our top 10 list of the trends that emerged last year. -
Executive Compensation Tax Issues ( January 1996 )
Section 162 of the Internal Revenue Code allows a deduction for ordinary and necessary business expenses, including reasonable compensation expenses for personal services. As might be expected, the concept of "reasonableness" is somewhat nebulous. In making this determination, courts have applied two tests: (1) the amount test, which analyzes whether the amount of compensation is reasonable in relation to the services performed, and (2) the intent test, which analyzes whether the money paid was intended as compensation. -
SOX Appeal: Is the Delaware Judiciary Heightening Its Standards for Directory Independence and Good Faith? ( October 2004 )
Over the past year, the Delaware Supreme Court and Court of Chancery have issued decisions that are, in certain respects, critical of the conduct of corporate directors. This summary of recent corporate developments helps lay the foundation to query whether these decisions can be seen as the Delaware judiciary's attempt to heighten corporate governance in response to the Sarbanes-Oxley Act and the new era of increased scrutiny for corporate actions. -
SOX Appeal: Is The Delaware Judiciary Heightening Its Standards For Director Independence And Good Faith? ( September 2004 )
Over the past year, the Delaware Supreme Court and Court of Chancery have issued decisions that are, in certain respects, critical of the conduct of corporate directors. This summary of recent corporate developments helps lay the foundation to query whether these decisions can be seen as the Delaware judiciary's attempt to heighten corporate governance in response to the Sarbanes-Oxley Act and the new era of increased scrutiny for corporate actions. -
SOX Appeal: Is The Delaware Judiciary Heightening Its Standards For Director Independence And Good Faith? ( June 2004 )
Over the past year, the Delaware Supreme Court and Court of Chancery have issued decisions that are, in certain respects, critical of the conduct of corporate directors. This summary of recent corporate developments helps lay the foundation to query whether these decisions can be seen as the Delaware judiciary's attempt to heighten corporate governance in response to the Sarbanes-Oxley Act and the new era of increased scrutiny for corporate actions. -
Director Nominations and ShareholderCommunications -- The SEC Strikes Again… ( January 2004 )
While all of us were focusing on mastering Sarbanes-Oxley ("Sox"), the SEC recently adopted rules requiring a public company to disclose information regarding its policies and procedures relating to the director nomination process and shareholder communications with the Board. -
Atlanta Employment Law Seminar. Seminar Summaries of Speakers Linda Sherman and Jonathan Rosenfeld of Hale and Dorr LLP. ( January 2004 )
Linda Sherman provided a discussion on executive compensation. Jonathan Rosenfeld was unable to participate in person, but prepared a presentation on hiring and firing measures to avoid liability which is available online. -
SEC Approves NYSE and NASDAQ Proposals Relating to Director Independence ( November 2003 )
On November 4, 2003, the Securities and Exchange Commission (SEC) approved listing standards proposed by the New York Stock Exchange (NYSE) and the Nasdaq Stock Market, Inc. (Nasdaq) relating to board composition and director independence. The new listing standards affect the composition of the boards of directors and board committees of listed companies and impact the individual members of the board. -
SEC Adopts Final Rules Relating to Director Nomination Process and Shareholder Communications with Directors ( October 2003 )
The Securities and Exchange Commission recently adopted final rules requiring expanded disclosure of companiesÂ’ director nomination processes and specific disclosure of procedures by which shareholders may communicate with directors. The new rules require very specific disclosures in proxy statements for meetings at which directors will be elected.
