Philip Amoa

Philip Amoa

McCarter & English, LLP

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Latest Publications


New Pennsylvania Law to Simplify Entity Transactions

Pennsylvania’s new Entity Transactions Law is expected to streamline the process of effecting certain fundamental changes or change of control transactions. Effective July 1, 2015, companies doing, or wishing to conduct,...more

7/14/2015 - Board of Directors Corporate Conversions Corporate Entities Corporate Governance Investors LLC New Legislation Reorganizations Startups

New Delaware Law Invalidates “Fee-shifting” and Validates "Forum-selection" Provisions

Prohibition on Fee-Shifting Provisions - The legislation signed into law last week responds to the Delaware Supreme Court’s decision in ATP Tour, Inc. v. Deutscher Tennis Bund, 91 A.3d 554 (Del. 2014) in which the Court...more

7/7/2015 - Attorney's Fees Breach of Duty Bylaws Controlling Stockholders Corporate Charters Corporate Governance DE Supreme Court Fee-Shifting Fiduciary Duty Forum Selection New Legislation Privately Held Corporations Shareholder Litigation Stock Corporations

A Key Reminder to Directors of Delaware Corporations When Granting Equity Awards under an Equity Incentive Plan

Corporate directors routinely make decisions regarding their own compensation. If challenged by stockholders, such decisions are generally reviewed by Delaware courts under the onerous "entire fairness" standard, which...more

6/5/2015 - Board of Directors Breach of Duty Business Judgment Rule Compensation Committee Directors Equity Compensation Executive Compensation Fairness Standard Fiduciary Duty Incentive Compensation Ratification Restricted Stocks Shareholder Votes Standard of Review

Amendments to Delaware General Corporation Law Allow Delaware Corporations to Ratify Defective Corporate Acts

Effective April 1, 2014, the Delaware General Corporation Law (“DGCL”) has been amended to include new Sections 204 and 205 that will provide Delaware corporations with an avenue to cure certain defective corporate acts,...more

4/7/2014 - Corporate Governance Defective Corporate Acts Stocks

How and Why Your Team Is Everything (And Other Essentials for Startup Success...)

The multi-faceted answer to our question: over the years working with entrepreneurs and inventors, what have you seen as an essential attribute to startup success?...more

2/14/2014 - Legal Perspectives Startups

Valid and Enforceable: Delaware Corporation Bylaws With Forum Selection Clauses

The Delaware Court of Chancery, in Boilermakers Local 154 Retirement Fund v. Chevron Corporation, C.A. No. 7220-CS (Del. Ch. June 25, 2013), has ruled that forum selection bylaws, bylaws providing for litigation to be in a...more

7/23/2013 - Bylaws Forum Forum Selection Forum Shopping Jurisdiction Multidistrict Litigation

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