09
Apr

On February 20, 2019 we posted about whether the Bezos’ divorce would impact SEC disclosure requirements for public companies.  In this regard, Amazon’s recent filing may offer additional support to those who wish to argue that personal matters impacting management, or a shareholder who owns a controlling stake in the company, should be disclosed. On April 4, 2019, Amazon announced via a Form 8-K filing that MacKenzie Bezos will receive as part of ...

20
Mar

The Rights of Minority Shareholders in Washington Minority shareholders—those who don’t own a controlling interest in a corporation—frequently do not have a say in corporate financial or management decisions.  And in closely held corporations, such shareholders also may not be able to easily sell their stock.  But the law provides certain protections.  Among other things, Washington law gives minority shareholders the right to inspect certain corporate records.  Minority shareholders also have the right to bring a suit on behalf of the ...

20
Feb

Recently the chief executive and controlling shareholder of Amazon, Jeff Bezos, and his wife, the novelist MacKenzie Bezos, announced that they will divorce.  Thus far at least the news has not had a lasting effect on Amazon’s stock price, even though investors do not know how the couple’s 16% controlling stake in the company will be affected by the divorce.  Some have suggested that investors accept the couple’s assurances that their split will be amicable.  But what if that changes?  ...

11
Jul

The Class Action Fairness Act (“CAFA”) gives federal district courts original jurisdiction in most class actions in which “the matter in controversy exceeds the sum or value of $5,000,000” in the aggregate and there is at least minimal diversity of citizenship.[1]  A recent case makes clear that defendants need to be careful what they say to demonstrate the existence of federal jurisdiction. CAFA creates an inherent tension.  While defendants facing a class action are often better off in federal ...

29
May

On May 10, 1886, the United States Supreme Court decided County of Santa Clara v. Southern Pacific Railroad Co.[1]  The main issue presented by the parties was whether certain taxes assessed by a state agency against the railroad company defendants violated the equal protection clause of the Fourteenth Amendment of the U.S. Constitution.  The Supreme Court sidestepped that issue, disposing of the case on grounds that fences along the railway lines in question were “improvements,” not part of ...

23
May

Stock options are a popular way for emerging companies to provide incentive pay to employees.  For some companies, however, stock option plans may not be feasible or may present tax or corporate difficulties that render them problematic.  For these companies, a phantom stock plan may be an attractive alternative. Generally, a phantom stock plan is an agreement whereby a company grants (or sells) to certain employees a contract right to fictional shares of stock (“phantom stock”) and agrees to pay the ...

21
May

The NBA’s Board of Governors has voted to deny the application of the Sacramento Kings to relocate to Seattle, and it appears a deal may have been finalized that will keep the team there.  Could Seattle have done anything about this?  Chris Hansen has stated that he intends to continue the pursuit of an NBA team for Seattle, but he has not indicated any plan to legally challenge the NBA as part of his fight. We respect that.  But the NBA ...