Ed Batts

Ed Batts

DLA Piper

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Delaware hammers the last nail into the coffin of fee-shifting bylaws

Delaware Governor Jack Markell has signed into law Senate Bill No. 75, which prohibits fee-shifting (or “loser pays”) bylaws for stock corporations. Much to the chagrin of the US Chamber of Commerce, the legislation...more

7/3/2015 - Bylaws Corporate Counsel Delaware General Corporation Law Fee-Shifting Forum Selection Clause Stock Corporations

Avoiding Personal Liability: A Guide For Directors And Officers

According to the popular media, we are living in an era of corporate crime. Scandals like Enron, HealthSouth and WorldCom stretch so far back they seem like they are not even of this millennium. Among the milestones since...more

4/15/2015 - Board of Directors Business Judgment Rule Corporate Officers D&O Insurance Directors Fiduciary Duty Good Faith Indemnification Independent Counsel Personal Liability Shareholder Activism

Stockholder access to nominate directors gains momentum in 2015 proxy season

Years of regulatory snarls and courtroom battles have left a complex, intertwined state and federal regulatory patchwork for proxy statements that has resulted in split approaches for stockholder proposals on one hand and...more

4/10/2015 - Board of Directors Comptroller Corporate Governance Dodd-Frank Nominations Nominee Directors Proxy Access Rule Proxy Statements SEC Shareholder Proposals Shareholder Rights Whole Foods

Delaware (again) proposes sledgehammering fee-shifting bylaws

As part of the annual update cycle for Delaware’s General Corporations Law (DGCL), the Delaware Bar has returned to last year’s controversy on fee-shifting provisions in bylaws and certificates of incorporation to propose,...more

3/13/2015 - Articles of Incorporation Bylaws Fee-Shifting Forum Selection Clause Jurisdiction

The ban on fee-shifting bylaws is temporarily defeated – 4 points for public companies

The Delaware state senator responsible for introducing a proposed ban on fee-shifting bylaws has instead sponsored a resolution – unanimously passed in the Delaware state senate – to delay any vote on the proposed ban until...more

6/25/2014 - ATP Tours Bylaws Fee-Shifting Statutes Foreign Corporations

In an abrupt reversal, Delaware says "Ummm... Wait!" to fee shifting bylaws

It has been a dizzying couple of weeks for the Delaware Bar. Previously, the disaffected German tennis federation of the professional ATP tennis tour had sour grapes over the downgrading of the Hamburg tennis tournament and...more

5/28/2014 - ATP Tours Bylaws Delaware General Corporation Law Fee-Shifting Statutes Legislative Agendas SEC

Reducing startup brain damage: Delaware moves to further streamline corporate processes for emerging companies

Proposed amendments to the Delaware General Corporations Law (DGCL) for 2014 aim to significantly streamline routine questions that often prove vexing for emerging growth companies and newly formed subsidiaries of larger...more

5/22/2014 - Delaware General Corporation Law Emerging Growth Companies Startups

M&A statutes of limitations: Delaware moves to vanquish a legal relic

In a world of continuous innovation, it is an understatement that to varying degrees the law lags behind the times. But even measured by the glacial pace of judicial and statutory change, the notion of a corporate “seal” –...more

5/21/2014 - Commercial Contracts Indemnification IRS Proposed Amendments Statute of Limitations Successor Liability Tax Liability UCC

2014 Public Company M&A: a short, practical primer

In this new edition of the popular Public Company M&A Primer, originally published in 2013, Ed Batts covers recent changes in the M&A process for public companies. Are you considering bidding for a public company? Has...more

4/29/2014 - Acquisitions Competitive Bidding Confidential Information Confidentiality Agreements Hart-Scott-Rodino Act Mergers Non-Disclosure Agreement Restrictive Covenants

Muddy employee incentive issues in a disappointing exit: 9 practical tips for public company acquirers

In mediocre payout situations, transaction proceeds are unlikely to give a substantial (if any) return to common stockholders, yet may be sufficient to at least return the initial investment, and perhaps a liquidation...more

4/2/2014 - Incentive Compensation Incentives Investors Preferred Shares Shareholders

Cybersecurity and the duty of care: a top 10 checklist for board members

Visibility on information security, including cybersecurity as well as physical security aspects, is increasingly permeating corporate life. The relatively new SEC requirements for public disclosure of cybersecurity...more

1/24/2014 - Board of Directors Compliance Corporate Governance Cybersecurity Data Protection Disclosure Requirements Duty of Care Public Disclosure SEC

Nine questions and answers about exclusive forum provisions for stockholder litigation

In light of Delaware case law developments over the past year, exclusive forum provisions are being increasingly adopted by public companies. What should you know about this complex but important area of corporate governance?...more

1/24/2014 - Compliance Forum Selection Clause Shareholder Litigation Shareholders

M&A, joint ventures and hidden landmines: the threatened blowout of the Apollo Tyres/Cooper Tires merger

In an unusual oral bench opinion, supplemented the following day with a Saturday letter to affected counsel, Vice Chancellor Sam Glasscock III of the Delaware Chancery court has found that Apollo Tyre Limited, a US$39 billion...more

11/13/2013 - Breach of Contract China Joint Venture Manufacturers Mergers

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