Professional Biography
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Andrew Bor Partner

  • Seattle

    D +1.206.359.8577

    F +1.206.359.9577

    Seattle

    1201 Third Avenue, Suite 4900

    Seattle, WA 98101-3099

    +1.206.359.8577

    ABor@perkinscoie.com

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Overview

Experience

News

Insights

  • 10.16.2008
    Hexion v. Huntsman: Delaware Court of Chancery Interprets "Material Adverse Effect" and "Knowing and Intentional Breach" of Merger Agreement
    Updates
    In a decision that amplifies how Delaware courts analyze material adverse effect clauses in merger agreements and examines what constitutes bad faith by a buyer, the Delaware Court of Chancery in Hexion Specialty Chemicals, Inc. v. Huntsman Corp., C.A. No. 3841-VCL, 2008 WL 4457544 (Del. Ch. Sept. 29, 2008), dealt the buyer, Hexion Specialty Chemicals, Inc., a stunning blow.
  • 10.03.2008
    SEC Adopts Amendments to Rules and Forms for Foreign Private Issuers
    Updates
    The SEC recently adopted amendments to rules and forms affecting foreign private issuers.
  • 02.07.2008
    SEC Permits Smaller Public Companies to Use Form S-3 Registration Statements for Primary Offerings of Securities
    Updates
    The SEC recently amended the eligibility requirements for companies to use Form S-3 registration statements to facilitate more efficient capital market access by smaller public companies.
  • 01.11.2006
    SEC Proposal Exempts Compensation Arrangements From the Tender Offer Best-Price Rule
    Updates
    The Securities and Exchange Commission recently proposed amendments to its tender offer "best-price rule," which it adopted in 1986 to prevent discriminatory tender offers by requiring that the highest price paid to any security holder in a tender offer must be paid to all other tendering security holders. Several court decisions interpreting the SEC's best-price rule have created uncertainty about whether compensatory and other arrangements made with a target company's officers, employees, directors and shareholders in an acquisition structured as a tender offer will be deemed tender offer consideration that is subject to this rule.
  • 08.26.2005
    Delaware Court — Disney Directors Breached "Aspirational Ideals" of Good Corporate Governance, but Not Their Fiduciary Duties
    Updates
    In early August 2005, the Delaware Court of Chancery issued its opinion after a widely publicized three-month trial in In re The Walt Disney Company Derivative Litigation, absolving Disney's directors of liability in connection with the 1995-1996 hiring and firing of former Disney president Michael Ovitz. Ovitz received a severance package of approximately $140 million after his unsuccessful 14-month tenure at Disney.
  • 02.11.2005
    Board Self-Evaluations: Do the Benefits Outweigh the Potential Pitfalls?
    Updates
    New York Stock Exchange listing standards require boards of listed companies to conduct self‑evaluations at least annually to determine whether the board and its committees are functioning effectively. Although Nasdaq Marketplace Rules are silent on board self‑evaluations, a growing number of companies are considering such evaluations as a matter of best practices.
  • 08.23.2004
    Amended Form 8-K: Practical Guidance on Reporting Material Agreements to Help You Meet the Real-Time Reporting Challenge
    Updates
    The SEC's recent amendments to Form 8-K, which are effective for reportable events that occur on or after August 23, 2004, expand the number of reportable events and accelerate the filing deadline for most items to four business days. For events that occur prior to August 23, 2004, companies should analyze their reporting obligations using prior Form 8-K and report information as required under that version of the form (although Form 8-Ks filed on or after August 23 must use the new item numbers, even if the information reported corresponds to the requirements of the prior Form 8-K).
  • 12.01.2003
    SEC Adopts Final Nasdaq Corporate Governance Rules
    Updates
    The Securities and Exchange Commission recently approved the Nasdaq Stock Market's corporate governance rules, which finalize Nasdaq corporate governance proposals made over the last 18 months. The most significant changes from Nasdaq's most recent corporate governance rule proposals include: Amending the "bright line" tests for director independence, including: A narrower definition of "family member," and Expanded application of the relationships that preclude a finding of independence to apply not only to directors, but also to family members.
  • 12.01.2003
    SEC Approves Final NYSE Corporate Governance Standards
    Updates
    The Securities and Exchange Commission recently approved the New York Stock Exchange's corporate governance listing standards, which finalize NYSE corporate governance proposals made over the last 18 months. The most significant changes from NYSE's most recent proposal (in April 2003) include: Accelerating of the effectiveness dates relating to board and committee independence requirements.
  • 06.26.2003
    Delaware Court Warns Directors and Officers on Oversight of Executive Compensation: In re The Walt Disney Company Derivative Litigation
    Updates
    On May 28, 2003, the Delaware Court of Chancery issued a ruling that could expose directors of The Walt Disney Company (Disney) to personal liability for asserted breaches of their fiduciary duties in the hiring and subsequent termination of Michael Ovitz as Disney president—decisions that resulted in an alleged $140 million payout for a year's work.
  • 05.15.2003
    Whistleblower Provisions of the Sarbanes-Oxley Act - Some Practical Considerations
    Updates
    The Sarbanes-Oxley Act of 2002 contains two very different provisions addressing corporate "whistleblowers." This Update describes both:
  • 04.30.2003
    NASDAQ Refines Director and Committee Rule Proposals
    Updates
    The Nasdaq Stock Market recently issued several revised rule proposals regarding director independence, audit committee composition and function, and related corporate governance issues. This Update summarizes these proposals, which include only a few changes from the original rule proposals discussed in our October 18, 2002 Update.
  • 04.22.2003
    Current Issues Checklist Based on Recent 10-K Filing Season and SEC's Fortune 500 Report
    Updates
    The SEC's 2002 "Fortune 500" review of annual reports, coupled with our and our clients' recent 10-K filing season, indicates that the SEC will continue to focus on the following critical disclosure areas in the coming year's periodic reports:
  • 03.25.2003
    SEC Proposes Amendments to CEO and CFO Certifications Under Sarbanes-Oxley
    Updates
    The SEC recently proposed amendments that would require companies to provide the officer certifications under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 as exhibits to periodic reports. Importantly, the SEC also indicated that Section 906 certifications should be provided as exhibits to periodic reports pending the adoption of final rules.
  • 02.05.2003
    Financial Experts and Codes of Ethics: SEC Adopts More Realistic Final Rules
    Updates
    In a substantial departure from its proposed "financial expert" definition, the SEC has adopted a more realistic final definition of "audit committee financial expert." The SEC final rules adopted pursuant to Sections 406 and 407 of the Sarbanes-Oxley Act of 2002 will require a public company to disclose, for fiscal years ending on or after July 15, 2003:
  • 02.05.2003
    SEC Issues Final Rules Governing Non-GAAP Financial Information
    Updates
    The Securities and Exchange Commission (SEC) has issued final rules for public companies' disclosure of non-GAAP financial measures. The new rules, which implement Sections 401(b) and 409 of the Sarbanes-Oxley Act, adopt new "Regulation G," and amendments to Regulation S-K and Form 8-K. Under these new rules a company must:
  • 01.18.2003
    SEC Proposes Rules to Implement Sarbanes-Oxley's Audit Committee Independence Requirements
    Updates
    Last week, the SEC released proposed rules to implement the audit committee independence and whistleblower provisions of Section 301 of the Sarbanes-Oxley Act of 2002. Sarbanes-Oxley (Sec. 301) requires the SEC to adopt final rules by April 26, 2003, directing all national securities exchanges and national securities associations ("SROs"), including NYSE and Nasdaq, to prohibit the listing of any security of an issuer that is not in compliance with the audit committee requirements set out in Section 301. The proposed rules cover:
  • 12.11.2002
    SEC Brings First Enforcement Actions Under Regulation FD
    Updates
    The Securities and Exchange Commission announced on November 25, 2002, its first enforcement actions related to violations of Regulation FD. The SEC imposed cease-and-desist orders on Raytheon Company and its CFO, Siebel Systems, Inc., and Secure Computing Corporation and its CEO.
  • 10.24.2002
    "Rapid and Current" Disclosure and Form 8-K Proposals: Where Have the SEC's 8-K Proposals Gone?
    Updates
    What is the status of the SEC's June 17, 2002 8-K proposals? Have they been withdrawn? Overturned by the Sarbanes-Oxley Act of 2002? This Update answers those questions and summarizes Perkins Coie's comment letter to the Securities and Exchange Commission (SEC).
  • 09.06.2002
  • 09.05.2002
    NYSE Files Proposed Final Corporate Governance Rules With SEC
    Updates
    The Board of the New York Stock Exchange (NYSE) submitted its proposed final listing and corporate governance rules to the Securities and Exchange Commission (SEC) on August 16, 2002, following a two-month comment period in which NYSE received more than 300 comment letters. NYSE's Board largely adopted the final recommendations of its Corporate Accountability & Listing Standards Committee, with some refinements to reflect the Sarbanes-Oxley Act and comment letters received during the comment process.
  • 07.01.2002
    SEC Proposes to Restructure Form 8-K and Accelerate Form 8-K Filings
    Updates
    For the first time in 25 years, the Securities and Exchange Commission plans to significantly restructure Form 8-K. Under the SEC's June 17, 2002 proposal, a reporting company would be required to disclose many events on Form 8-K that currently are not required to be disclosed or are included only in annual or quarterly reports. If adopted, the new rules would require Form 8-K disclosure of the following events:
  • 09.01.2000
    SEC Introduces New Fair Disclosure Rule
    Updates
    On August 10, 2000, the Securities and Exchange Commission (SEC) adopted Regulation FD (Fair Disclosure) in order to promote the full and fair disclosure of information by issuers. Regulation FD, which will become effective on October 23, 2000, targets the perceived problem of "selective disclosure"--when a company makes material nonpublic information available to selected persons, such as securities analysts or institutional investors, who could be expected to trade on the basis of such information before the information is disclosed to the general public.

RELATED INFORMATION

Bar and Court Admissions

  • Washington

Education

  • Vanderbilt University Law School, J.D., 1980, Executive Articles Editor, Vanderbilt Law Review
  • University of Washington, B.S., Cellular and Molecular Biology, 1977
  • Harvard University, A.B., Philosophy, cum laude, 1975

Languages

  • Czech