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The Corporate Governance Review: Chapter 4: Canada

OVERVIEW OF GOVERNANCE REGIME - Canada’s system of corporate governance is derived from the British common law model and strongly influenced by developments in the United States. While corporate governance practices in...more

Lead Director Networks: Viewpoints - April 2014

Dealing with shareholder activism - On March 4, 2014, Lead Director Network (LDN)1 members met in New York City to discuss shareholder activism. Ralph Whitworth, founder, principal, and investment committee member of...more

Quorum Update: The Shareholder-Director Exchange Provides New Tools for Boards (Quorum, March 2014)

In the October 2013 issue of Quorum, Jim Woolery, Cadwalader’s Chairman-elect, noted that “the evolving dynamic between boards and the shareholders they serve presents new challenges that require a different set of tools in...more

Who’s in Charge – Is the Board Responsible to Monitor Its Financial Advisor or Vice Versa?

In the case of In re Rural Metro Corporation Stockholders Litigation, the Court of Chancery of the State of Delaware held that the primary financial advisor retained by Rural/Metro Corporation aided and abetted the board in...more

Concurrent ‘Alter-Ego’ Claims: Oklahoma Leads the Nation in Extending Protection to Shareholders, Officers and Directors

During the past several years, practitioners have devoted significant attention to the fate of the Oklahoma Legislature’s efforts at, and the Oklahoma Supreme Court’s response to, legislative tort reform. However, few noticed...more

Delaware Supreme Court Affirms Application of Business Judgment Review to Merger with Controlling Stockholder

In Kahn v. M&F Worldwide Corp, the Delaware Supreme Court unanimously affirmed the Court of Chancery's 2013 decision that a going-private merger with a controlling stockholder may be subject to the deferential business...more

Plaintiff’s Attorney’s Fees in Shareholder Suits Subject to Heightened Scrutiny (In re Theragenics Case)

It’s virtually inevitable: Within hours (or less) of a press release announcing a merger or acquisition involving a public company, a group of shareholders will file a class action lawsuit against the public company target’s...more

Boardroom Perspectives: Three Practical Steps to Stay Ahead of Shareholder Activism

Activist investors continue to shape corporate governance. Last year saw more than 300 activist proxy campaigns, proposals and contests. Activism-focused funds manage over $100 billion in assets. In this climate, no...more

Inside M&A - Winter 2014

Delaware Court of Chancery Upholds Forum Selection Bylaws - In recent years, virtually every merger and acquisition (M&A) transaction of significant size involving a U.S. public company has been challenged in court. ...more

Millien v. Popescu, C.A. No. 8670-VCN (Del. Ch. Jan. 31, 2014) (Noble, V.C.)

In this decision, the Court of Chancery considered whether to appoint a custodian for Boston Technologies, Inc. (the “Company”) based on allegations of director and stockholder deadlock. The Court held that the petitioner...more

Delaware Supreme Court: No Duty to Buy Out Minority Shareholders in Closely Held Corporations

The Delaware Supreme Court recently considered whether the directors of a closely held corporation had a duty under common law fiduciary principles to repurchase a minority shareholder’s shares. The court also considered...more

Top 5 Delaware Case Developments in 2013 for M&A Practitioners

During 2013, in addition to the important changes to the Delaware General Corporation Law (“DGCL”) and the Limited Liability Company Act, described here, the Delaware courts issued a number of decisions that have a direct...more

The Ropes Recap: Mergers & Acquisition Law News - Recap of Fourth Quarter 2013

In this issue: *News from the Court: - Guidance from Delaware Chancery Court for Notice Provisions and - Survival Periods - Privileged Pre-Merger Attorney-Client Communications Belong to Surviving...more

King v. DAG SPE Managing Member, Inc., C.A. No. 7770-VCP (Del. Ch. Dec. 23, 2013) (Parsons, V.C.)

In this memorandum opinion, the Court of Chancery dismissed an action under Section 220 of the Delaware General Corporation Law brought by a former director to inspect a corporation’s books and records. The Court found that...more

SEC Update

PROXY SEASON PREVIEW - Say-on-Pay and Equity Compensation Plans - Although say-on-pay votes are only advisory in the United States, they will likely continue to be a focus for many companies in the upcoming 2014...more

In re Rural Metro Corp. S’holder Litig., C.A. No. 6350-VCL (Del. Ch. Dec. 17, 2013) (Laster, V.C.)

In this memorandum opinion, the Court of Chancery declined to reopen the trial record and granted a plaintiffs’ motion to exclude post-trial evidence proffered by a defendant. In reaching its conclusion, the Court found that...more

Many Activist Investors Keep Coming Back for More

When activist investors strike, there’s often a sequel, even if a company has worked to address their concerns. Boards and managements are often tempted to consider a matter closed, once they have engaged with an...more

2013 Changes to Delaware Corporate and LLC Law

In this alert we summarize the most important recent additions and amendments to the Delaware General Corporation Law (the “DGCL”) and the Delaware Limited Liability Company Act (the “DLLCA”). These changes include...more

North Carolina Supreme Court Addresses Duties of Corporate Directors

On November 8, 2013, the North Carolina Supreme Court issued a rare opinion addressing the duties of corporate directors and reaffirming that those duties are generally owed only to the corporation itself rather than the...more

In re Trados: Directors Dodge a Bullet

Vice Chancellor J. Travis Laster’s August 16 post-trial opinion in In re Trados Inc. Shareholder Litigation1 (hereinafter, “In re Trados”) has attracted a significant amount of attention. Much as both the Chancery and the...more

Planning for the 2014 Annual Meeting and Reporting Season

In This Issue: - Incorporate lessons from 2013 say-on-pay results - Prepare for new Form SD (Specialized Disclosure) filing requirements - Ensure compliance with revised listing standards related to compensation...more

Top 10 Topics for Directors in 2014

Top 10 Topics for Directors in 2014 - U.S. public companies face a host of challenges as they enter 2014. Here is our list of hot topics for the boardroom in the coming year: 1. Oversee strategic planning amid...more

Minority Shareholder Rights in Virginia

In August 2012, Judge Jane Marum Roush, sitting by designation in the Circuit Court of Buckingham County, issued a comprehensive letter opinion in Colgate et al. v. The Disthene Group, Inc. The opinion reassessed a...more

Delaware Chancery Court Permits Shareholder to Bring Fiduciary Claim for Board’s Violation of a Stock Incentive Plan

On November 8, the Delaware Chancery Court denied a motion to dismiss a derivative action brought by a shareholder of Healthways, Inc. against the company’s president, Ben Leedle, Jr., and the board of directors for approving...more

North Carolina Business Court Holds that Shareholders Cannot Directly Sue Officers and Directors in Merger Challenge

A recent decision by the North Carolina Business Court potentially makes it more difficult for shareholders to challenge mergers and acquisitions in North Carolina. The Court held that an action against a company’s officers...more

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