When the Women on Corporate Boards Act (Section 1 of Substitute Senate Bill 6037) became effective on June 11, 2020, Washington became the second state (after California) to affirmatively address gender diversity on public...more
In today’s difficult economic environment, many companies—including those in the portfolios of private equity and venture capital funds—are struggling financially. For some, a transaction in which a private equity sponsor or...more
Amendments to the Washington Business Corporation Act (WBCA) that allow Washington corporations to hold “virtual” shareholder meetings became effective in June 2018. Prior to these amendments, Washington corporations could...more
7/20/2018
/ Articles of Incorporation ,
Board of Directors ,
Bylaws ,
Corporate Governance ,
Delaware General Corporation Law ,
Institutional Investors ,
Legislative Amendments ,
Retail Investors ,
Shareholder Meetings ,
Shareholder Votes ,
Shareholders ,
Virtual Meetings
In its opinion in In re Martha Stewart Living Omnimedia, Inc. Stockholder Litigation,[1] issued in August 2017, the Delaware Chancery Court addressed a question left open under Kahn v. M&F Worldwide Corp.[2] (MFW)—namely,...more
9/12/2017
/ Breach of Duty ,
Business Judgment Rule ,
Conflicts of Interest ,
Controlling Stockholders ,
Dismissals ,
Entire Fairness Standard ,
Mergers ,
Shareholder Litigation ,
Shareholders ,
Standard of Review ,
Third-Party Relationships
The Securities and Exchange Commission’s final rules requiring hyperlinking of exhibits to SEC filings will be effective for most public companies on September 1, 2017. This update summarizes the final rules, answers the top...more
8/22/2017
/ EDGAR ,
Filing Requirements ,
Final Rules ,
Foreign Private Issuers ,
Hyperlink ,
Publicly-Traded Companies ,
Registration Statement ,
Regulation S-K ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
XBRL Filing Requirements
Two recent SEC enforcement actions that describe how severance agreements may violate whistleblower protections under the federal securities laws if not properly drafted were the subject of a recent article by Perkins Coie...more
12/21/2016
/ BlueLinx Holdings ,
Confidential Information ,
Confidentiality Agreements ,
Defend Trade Secrets Act (DTSA) ,
Enforcement Actions ,
Health Net ,
Intellectual Property Protection ,
Popular ,
Rule 21F-17 ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Severance Agreements ,
Trade Secrets ,
Whistleblower Protection Policies ,
Whistleblowers
Proxy access predominated corporate governance issues for the 2015 proxy season, with over 100 proposals submitted on the topic, compared to 18 in 2014. Shareholder proponents achieved significant success in 2015, with an...more
In a bench ruling in Swomley v. Schlecht, C.A. No. 9355-VCL (Del. Ch. Aug. 27, 2014), the Delaware Chancery Court relied on the six-factor test set out in Kahn v. M&F Worldwide Corp., 88 A.3d 635 (Del. 2014), to dismiss a...more
Starting June 12, 2014, Washington law allows for the “conversion” of Washington corporations and limited liability entities into a variety of other business entities in Washington and other states through the simple adoption...more
When a controlling stockholder’s buyout of a company has been challenged by minority stockholders, Delaware courts have generally subjected the transaction to entire fairness review, the most rigorous standard of review in...more