News & Analysis as of

Corporate Governance Contract Terms

Adler Pollock & Sheehan P.C.

Pre-Acquisition Tactics: Tackling Related Party Transactions

Suppose you are an avid fan of the English Premier League (the “EPL”) like I am. In that case, you have likely heard or read about the ensuing arbitration between Manchester City Football Club and the EPL over the EPL’s...more

BCLP

UK Corporate Briefing - September 2024

BCLP on

Welcome to the Corporate Briefing, where we review the latest developments in UK corporate law that you need to know about. In this month’s issue we discuss...more

BCLP

Selected Recent Developments for Public Companies

BCLP on

Public companies should take note of several recent developments, including: ..Reversal of the Pegasystems trade secrets lawsuit that nevertheless preserves guidance to take care when describing litigation as “without...more

Troutman Pepper

Delaware Corporate Charters Cannot Incorporate Provisions of Third-Party Agreements by Reference

Troutman Pepper on

In Seavitt v. N-able, Inc., the Delaware Court of Chancery held that certain governance rights granted to a corporation’s significant stockholders were statutorily invalid. This included a provision purporting to allow those...more

Fenwick & West LLP

Delaware Adopts Important Amendments to Its General Corporation Law

Fenwick & West LLP on

On July 17, 2024, Delaware Gov. John Carney signed into law significant amendments to the Delaware General Corporation Law (DGCL), which will become effective on August 1, 2024. The amendments were articulated in Delaware...more

Goodwin

Navigating the Nuances: M&A Buyouts vs. Growth Equity Transaction

Goodwin on

As global markets continue to adapt to a new normal, a clear understanding of the structural nuances, risk considerations, and strategic objectives inherent in varying transaction structures enables investors to remain agile...more

Holland & Knight LLP

Key Considerations for Independent Sponsors Regarding Portfolio Company Governance

Holland & Knight LLP on

Holland & Knight's Independent Sponsors Team has seen an increasing number of independent sponsors taking part in transactions of seemingly all shapes and sizes. With increasing variation of transactions comes increasing...more

Allen Matkins

If Corporate Charters Are Contracts, Must They Be Signed By The Corporation?

Allen Matkins on

Recently, Professor Ann Lipton wrote that the California Supreme Court has granted review of EpicentRx, In.c v. Superior Court, 95 Cal. App. 5th 890 (2023), review granted 539 P.3d 118 (2023).   This was a case that I...more

Winstead PC

Entity Formation as a Process: The Strategic Importance of Carefully Drafting Limited Liability Company Agreements Before Forming...

Winstead PC on

From early-stage startups to seasoned enterprises, businesses eventually form at least one legal entity to carry out their operations. Down the road, as opportunities arise for a business to expand, acquire others, merge, or...more

A&O Shearman

The New KSA Civil Code: Forming a Contract

A&O Shearman on

In our initial article in this series, we introduced the new Civil Code of the Kingdom of Saudi Arabia (referred to as the “KSA Civil Code”). This significant legislative milestone codifies the law governing the forming of a...more

A&O Shearman

Introducing the New KSA Civil Code

A&O Shearman on

On June 19, 2023, the Kingdom of Saudi Arabia enacted the Civil Transactions Law (the “KSA Civil Code” or the “Code”) promulgated by Royal Decree M/191 dated 18 June 2023 (Dhul-Qi’dah 29 1444 AH). The Code, which enters into...more

Farrell Fritz, P.C.

First Department Recognizes Cause of Action for Specific Performance of LLC Member Voting Agreement

Farrell Fritz, P.C. on

In 1941, two of the three shareholders of Ringling Bros.-Barnum & Bailey Combined Shows, Inc. entered into an agreement stating that they would vote their combined 630 of the outstanding 1000 shares of Ringling Bros. stock...more

NAVEX

How to Implement, Operate & Mature a Successful IT Vendor Management Function

NAVEX on

Often hidden within the supply chains of businesses, most companies use a variety of vendors daily. Third parties are the cogs that keep a business functioning and growing, from managing employees to selling and packaging...more

Ankura

[Webinar] The Key Fundamentals for Structuring Effective Joint Venture Transactions - October 5th, 7:00 am - 8:00 am PDT

Ankura on

Joint venture deals have many complexities not found in a full acquisition – defining voting rights, governance structures, and operational roles just to name a few. In this webinar, we’ll focus on how companies can more...more

Allen Matkins

What's Justice And Reasonableness Got To Do, Got To Do With It?

Allen Matkins on

Section 310 of the California Corporations Code concerns two different types of contracts or transactions.  The first concerns a contract or other transaction between the corporation and one or more of its directors, or...more

Gray Reed

Key 2021 Amendments to Delaware Business Entity Statutes

Gray Reed on

This article summarizes key amendments to the Delaware General Corporation Law (“DGCL”), Delaware Limited Liability Company Act (“DLLCA”), Delaware Revised Uniform Partnership Act (“DRUPA”) and Delaware Revised Uniform...more

BCLP

Have you reviewed your bylaws lately?

BCLP on

Many public companies conduct periodic corporate governance reviews as they prepare for year-end, preferably on a “clear day” where the absence of a threat can support a lower standard of judicial scrutiny for bylaw changes. ...more

Holland & Knight LLP

Supersociedades emite Oficio de responsabilidad de administradores de sociedades en Colombia

Holland & Knight LLP on

La Superintendencia de Sociedades (Supersociedades) de Colombia, el 9 de junio de 2021, emitió el Oficio 220-077235 (el Oficio), por medio del cual se encargó de señalar que aquellos administradores (representantes legales y...more

BCLP

Recovery and Transformation - a checklist for business

BCLP on

Business as (un)-usual after Covid? As we emerge from the pandemic, it is becoming increasingly clear that planning and working for a return to business as usual will not be enough. To survive in the marketplace, careful...more

Kilpatrick

3 Takeaways - Practice Pointers for German Companies Doing Business in the U.S.

Kilpatrick on

German companies are often surprised when they get sued in the U.S. (a) that U.S. courts even have jurisdiction; (b) about the exorbitant amount of damages that are claimed; and (c) about the power U.S. courts have to compel...more

Woods Rogers

Hindsight is 2020 – A Look Back at Impact of COVID-19 on Community Associations Focuses Efforts Moving Forward

Woods Rogers on

Since March 2020, society has learned how to navigate through and adjust to many upheavals and changes caused by the COVID-19 pandemic. This is certainly true for community associations conducting business and carrying out...more

A&O Shearman

Legal agility and risk resilience: How to enhance your organisation’s readiness to withstand the next crisis

A&O Shearman on

What can in-house legal, risk and compliance leaders learn from the Covid-19 pandemic and other notable crises of the past 20 years to strengthen the legal resilience of their organisations? More than any other crisis in...more

Vinson & Elkins LLP

Cutting Costs In The C-Suite – Two Things To Consider Before You Go Ahead

Vinson & Elkins LLP on

Companies looking to cut costs will consider potential savings in all parts of their businesses, including at the top of the organization. But before proceeding with any proposals to trim the size of the leadership team or to...more

Dorsey & Whitney LLP

Delaware Court of Chancery Strictly Construes Shareholder Representative Provision, Complicating Discovery from Shareholders

Dorsey & Whitney LLP on

Following a recent Delaware case, buyers in M&A deals should ensure that their purchase agreements adequately provide for access to information from the seller in case of post-closing disputes. In Fortis Advisors, LLC v....more

Hogan Lovells

COVID-19: Impact on M&A and corporate in Singapore

Hogan Lovells on

Overview of mergers and acquisitions (M&A) market in Singapore - Singapore was one of the first countries outside of China to encounter the virus. Whilst deal activity was down on the prior year, M&A transactions were...more

37 Results
 / 
View per page
Page: of 2

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
- hide
- hide