Richard Vernon Smith

Richard Vernon Smith

Orrick, Herrington & Sutcliffe LLP

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Chancery Court Holds That Squeezed Out Stockholders Lack Standing to Compel Inspection under DGCL § 220

On February 27, 2017, the Delaware Court of Chancery addressed an important matter of first impression under Delaware law: "Must a plaintiff seeking corporate records under Section 220 of the Delaware General Corporation Law...more

3/20/2017 - Article III Books & Records Controlling Stockholders Delaware General Corporation Law Demand Response Dismissals Merger Agreements Section 220 Request Standing Websites

SEC Announces Proposal to Require Universal Proxy Cards in Contested Elections

The SEC (by a 2-1 vote) has proposed amendments to the proxy rules that would mandate the use of a system of universal proxy cards in contested director elections. Universal proxy cards would include the names of both company...more

11/10/2016 - Board of Directors Dissident Shareholders Proxy Access Proxy Voting Guidelines Publicly-Traded Companies SEC Universal Proxy Cards

Challenges to Going-Private Mergers Just Got Tougher in New York

In a landmark decision on May 5, 2016, the New York Court of Appeals held that challenges to going-private mergers where there is a controlling stockholder must be reviewed under the deferential business judgment rule rather...more

5/9/2016 - Business Judgment Rule Common Stock Controlling Stockholders Corporate Counsel DE Supreme Court Going-Private Transactions Kenneth Cole Merger Agreements Proxy Statements Standard of Review

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