Bruce A. Toth, Partner

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January 15, 2013 Briefing Delaware Court Revisits “Don’t Ask, Don’t Waive” Standstills
For the second time in a matter of weeks, the Delaware Court of Chancery has addressed the legality of “don’t ask/don’t waive” standstill provisions, which could have the effect of precluding losing bidders in an auction from making a topping bid after a merger agreement is signed with the winning bidder but before it is approved by shareholders.
August 24, 2012 Newsletter Greater China Law Update August 2012
Winston & Strawn's Greater China Law Update is a publication covering relevant legal, financial, and economic topics that affect the Chinese and Hong Kong marketplaces.
April 28, 2011 Newsletter Greater China Law Update April 2011
Winston & Strawn's Greater China Law Update is a publication covering relevant legal, financial, and economic topics that affect the Chinese and Hong Kong marketplaces.
February 21, 2011 Briefing Delaware Court Issues Key Takeover Rulings
The Delaware chancery court recently issued two opinions that are important to the boards of public companies involved in takeover bids.
January 20, 2011 Newsletter Greater China Law Update January 2011
Winston & Strawn's Greater China Law Update is a publication covering relevant legal, financial, and economic topics that affect the Chinese and Hong Kong marketplaces.
October 5, 2010 Briefing SEC Issues New Guidance on MD&A
In a release dated September 17, 2010, the SEC issued guidance on the disclosure of a company’s liquidity and capital resources in the MD&A section of its SEC filings.
September 7, 2010 Newsletter Greater China Law Update September 2010
Winston & Strawn's Greater China Law Update is a bi-monthly publication covering relevant legal, financial, and economic topics that affect the Chinese and Hong Kong marketplaces.
July 22, 2010 Briefing SEC Seeks Comments on U.S. Proxy System
On July 14, 2010, the Securities and Exchange Commission approved the issuance of a long-anticipated concept release concerning the U.S. proxy system.
April 19, 2010 Briefing SEC Brings Regulation FD Enforcement Action
In March 2010, the SEC brought an enforcement action under Regulation FD against a company and its former CEO for signaling disappointing quarterly results during a phone call received by the CEO from an investment advisor.
November 30, 2009 Briefing SEC Brings First Enforcement Proceeding Under Reg G for Improper Use of Non-GAAP Numbers
On November 12, 2009, the SEC announced that it had brought its first enforcement proceeding under Regulation G under the Securities Exchange Act of 1934 since its enactment in 2003. Reg G, as it is commonly called, regulates the use by public companies of non-GAAP financial measures in public disclosures such as press releases, Web sites and conference calls.
November 2, 2009 Briefing Delaware Court Holds That Fiduciary Disclosure Principles Do Not Apply to ROFR Purchases
In an intriguing case of first impression, the Delaware Court of Chancery recently held in Latesco, L.P. v. Wayport, Inc. that fiduciary disclosure principles do not apply to purchases by insiders pursuant to contractual "right of first refusal" provisions.
October 6, 2009 Briefing SEC Indicates How Companies May Avoid Regulation FD Enforcement Proceedings
Regulation FD generally requires public companies to publicly disclose material nonpublic information that has been selectively disclosed to members of the investment community.
September 23, 2009 Newsletter Greater China Law Update September 2009
Winston & Strawn's Greater China Law Update is a bi-monthly publication covering relevant legal, financial, and economic topics that affect the Chinese and Hong Kong marketplaces.
September 22, 2009 Briefing New Guidance From the SEC on Regulation FD
On August 14, 2009, the SEC’s Division of Corporation Finance published new Compliance and Disclosure Interpretations regarding Regulation FD, which generally requires public companies to publicly disclose material nonpublic information that has been selectively disclosed to members of the investment community
August 7, 2009 Briefing SEC Charges Investment Adviser With Violations of 13D Filing Requirement
On July 21, 2009, the Securities and Exchange Commission announced that it had charged an investment adviser with violating Section 13(d) of the Securities Exchange Act of 1934, as amended and Rule 13d-1 thereunder, for failing to properly report that it had purchased a significant holding in the stock of a public company.
August 4, 2009 Briefing The Cuban Case and Confidential Disclosures by Public Companies
The recent U.S. district court opinion in SEC v. Cuban, although unlikely to significantly alter corporate practices, is a useful reminder of best practices for corporations and their advisors and shareholders when giving and receiving confidential information.
July 27, 2009 Briefing SEC Approves NYSE Rule Eliminating Broker Discretionary Voting in Uncontested Elections of Directors
On July 1, 2009, the Securities and Exchange Commission approved an amendment to NYSE Rule 452 to eliminate broker discretionary voting for the uncontested election of directors.
July 1, 2009 Briefing SEC Seeks Public Comment on Proposed Shareholder Proxy Access Rules
On May 20, 2009, the Securities and Exchange Commission voted in favor of proposed new rules that would require public companies to include in their proxy materials director nominees proposed by shareholders in addition to those proposed by management.
May 29, 2009 Briefing SEC Proposes New Shareholder Proxy Access Rule
On May 20, 2009, the Securities and Exchange Commission voted in favor of proposed new rules that would require public companies to include in their proxy materials director nominees proposed by shareholders in addition to those proposed by management.
January 10, 2008 Briefing The Credit Roundtable’s Proposals to Improve Covenant Protections in the Investment-Grade Bond Market
The recent downturn in the credit markets has led bond investors to call for stricter covenant packages. As we discussed in our September 2007 briefing, “Recent Developments in Debt Financing,” the downturn has raised questions about the permanence of some of the more borrower-friendly innovations that have recently emerged (such as “covenant-lite” loans and “PIK-toggle” bonds).