Tag Archives: Corporate Governance

Take charge of compliance: Ensure your business meets Federal Corporate Transparency Act reporting requirements

By Porter Wright on January 22, 2024

The United States Capitol stands against a sunset.

In 2021, Congress passed the Corporate Transparency Act (CTA) which will require many companies to report information about the company and its beneficial owner(s) to the U.S. Department of Treasury’s Financial Crimes Enforcement Network (FinCEN). Regulations implementing the CTA became effective Jan. 1, 2024. Attorney Jack Beeler explains the new regulations and what businesses need … Continue Reading

The impact of efforts clauses in transactional documents

By Porter Wright on August 21, 2017

Most transactional documents include effort clauses as covenants to require a party to perform a certain act or acts to achieve a stated goal. These terms generally include the following: Best efforts Reasonable efforts Commercially reasonable efforts There are no universally accepted definitions or standards for interpreting these terms. As a result, their use can … Continue Reading

Lessons from In re Trados: Conflicting Interests of Preferred and Common Stockholders

By Porter Wright on September 30, 2013

In our previous post about In re Trados, we provided some background on the facts, outcome and usefulness of the Trados case. In this installment, we will discuss the conflict of interest between the preferred stockholders and the common stockholders of Trados and the related analysis conducted by the Delaware Court of Chancery. Divergence in Interests … Continue Reading

Fiduciary Duties in M&A Exit Transactions: Lessons from In re Trados

By Porter Wright on September 23, 2013

On Aug. 16, 2013, the Delaware Court of Chancery issued an opinion1 finding that the directors of TRADOS Inc. (Trados) did not breach their fiduciary duties in deciding to sell Trados despite the common stockholders receiving no sale consideration; (ii) a majority of the directors approving the transaction having a conflict of interest; (iii) the … Continue Reading

Are You Sure You’re S-3 Eligible? A Reminder to Disclose the Board’s Decision Regarding Frequency of Say-on-Pay Vote on Form 8-K

By Porter Wright on September 16, 2013

Though most reporting companies conducted their first say-on-pay vote in 2011 and disclosed the shareholder voting results on Form 8-K, some companies overlooked the additional requirement to disclose the board of directors’ decision (in light of the shareholders’ advisory vote) regarding the frequency that the company will conduct say-on-pay votes. A company’s failure to file … Continue Reading