News & Analysis as of

Common Stock Delaware General Corporation Law

Goodwin

What’s in a Name? Why Your “Dual Class” IPO Should Be a “Dual Series” IPO Instead

Goodwin on

We recently represented Klaviyo, Inc. (NYSE: KVYO), in its $576 million initial public offering on the New York Stock Exchange. As has been extensively reported in the media, Klaviyo’s very successful offering represented the...more

Troutman Pepper

Delaware Court of Chancery Confirms Enforceability of NVCA Covenant Not to Sue for Breach of Fiduciary Duty

Troutman Pepper on

In New Enterprise Associates 14, L.P. v. Rich, the Delaware Court of Chancery held that a covenant not to sue for breach of fiduciary duty, which was contained in a stockholder's agreement and modeled after the NVCA model...more

Morgan Lewis

After Boxed, Delaware Poised to Revise Section 242’s Charter Amendment Process for Multi-Share Class Companies

Morgan Lewis on

Delaware legislature is considering proposed amendments to Section 242 of the Delaware General Corporation Law that would help address the challenges dual-share class companies have been facing in the wake of Garfield v....more

Morgan Lewis

Delaware Provides Remedy to Multi-Share Class Corporations’ Uncertainty After Boxed

Morgan Lewis on

In Garfield v. Boxed Inc., the Delaware Court of Chancery held that a stockholder’s counsel was entitled to an $850,000 fee resulting from the benefit conferred upon the company by alerting its board of directors that an...more

BCLP

Whoops! Should stockholders have voted as separate classes on that charter amendment?

BCLP on

What happened - A recent Delaware chancery court decision has called into question consolidated voting on charter amendments by some companies with multiple classes of common stock. In Garfield v. Boxed, Inc., the court...more

Wilson Sonsini Goodrich & Rosati

Delaware Court of Chancery Issues Important Decisions Addressing Stockholder Agreements

The Delaware Court of Chancery recently issued two important decisions addressing the interpretation and effects of stockholders' agreements. In Schroeder v. Buhannic, the Court of Chancery refused to interpret a...more

Sheppard Mullin Richter & Hampton LLP

Delaware Chancery Court Rejects MBO Merger Price as Best Evidence of Fair Value in Appraisal Proceeding

In In re Appraisal of Dell Inc., No. 9322 VCL, 2016 Del. Ch. LEXIS 81 (Del. Ch. May 31, 2016) (Laster, V.C.), the Delaware Court of Chancery determined that the fair value of the common stock of Dell Inc. (“Dell” or the...more

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