News & Analysis as of

Corporate Governance Corporate Charters

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

Mayer Brown

Developments and Trends in Delaware Officer Exculpation Charter Amendments

Mayer Brown on

In August 2022, the Delaware General Assembly amended the Delaware General Corporation Law (“DGCL”) to allow corporations to adopt charter provisions exculpating certain officers from personal liability for monetary damages...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

DarrowEverett LLP

Lessons For Founders From Sam Altman’s Short-Lived OpenAI Ouster

DarrowEverett LLP on

We’ve all read countless headlines and articles about the removal and swift return of Sam Altman as CEO of OpenAI over the past several weeks. Simply put, the nonprofit board voted to remove Altman as a result of a...more

Wilson Sonsini Goodrich & Rosati

Lessons from the 2023 Proxy Season: Advance Notice Bylaws and Officer Exculpation

With the 2023 proxy season now over for most companies, we took a fresh look at recent bylaw and charter amendments at the Silicon Valley 150 (the SV150) to better understand how companies are addressing i) new Rule 14a-19,...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

A&O Shearman

Delaware Court Of Chancery Dismisses Stockholder Challenge To Certificate Of Incorporation Amendment Prolonging Voting Control By...

A&O Shearman on

On April 11, 2022, Vice Chancellor Paul A. Fiorvanti of the Delaware Court of Chancery dismissed a stockholder challenge to an amendment of the certificate of incorporation of The Trade Desk, Inc. (the “Company”).  According...more

Alston & Bird

Recent Amendments to the Delaware Code Expand Personal Liability Protections to Corporate Officers

Alston & Bird on

Our Securities and Securities Litigation Groups suggest that Delaware companies consider updates to corporate charters following a change in Delaware law allowing companies to exculpate officers....more

Wilson Sonsini Goodrich & Rosati

Delaware Court of Chancery Blesses MFW Process and Dismisses Challenge to Stockholder-Approved Charter Amendment Extending...

On July 29, the Delaware Court of Chancery issued a noteworthy decision confirming the broad application of the "MFW" framework—based on the Delaware Supreme Court's decision in Kahn v. M & F Worldwide Corp., 88 A.3d 635...more

A&O Shearman

Delaware Court Of Chancery Declares Company Actions On Behalf Of One Half Of Deadlocked Board Were Unauthorized And Contrary To...

A&O Shearman on

On June 16, 2022, Vice Chancellor Lori W. Will of the Delaware Court of Chancery granted declaratory judgment in favor of plaintiffs — four members of the board of Aerojet Rocketdyne Holdings, Inc. (the “Company”), including...more

Allen Matkins

Why Stand On Ceremony When You Can Have A Ceremonial Charter?

Allen Matkins on

In 2005, Nevada stopped issuing ceremonial charters to corporations when it introduced its e-SOS processing system.  A ceremonial charter is basically a charter printed by the Nevada Secretary of State's office on colored...more

Hogan Lovells

Litigation developments: federal forum provisions

Hogan Lovells on

In this podcast episode, Hogan Lovells partner Ann Kim and counsel Scott Haiber, from our Los Angeles and Baltimore offices respectively, discuss federal forum provisions – and the continued viability of these provisions in...more

Mintz - Securities & Capital Markets...

Is it Time to Appoint a New Director? Five Corporate Governance Considerations for Board Members

Regardless of size or industry, thoughtful director appointment is critical to the success of any public company. Yet following the departure of a director, many boards are left scrambling to locate and onboard a suitable...more

Stinson - Corporate & Securities Law Blog

FTC to Require Electronic HSR Filings due to Coronavirus

The FTC recently released the following information.  Due to the developing COVID-19 coronavirus pandemic, and consistent with guidance from the Office of Personnel Management, the Premerger Notification Office (PNO) will...more

Allen Matkins

This California Securities Law Allows California Issuers To Choose The Law Of Another Jurisdiction

Allen Matkins on

One might reasonably expect that California law will apply to matters involving the transfer of securities issued by corporations and other issuers organized under California law. These California issuers, however, are free...more

Allen Matkins

Are Foreign Countries Delaware's Real Competition?

Allen Matkins on

I have often written about the State of Nevada's efforts to compete with Delaware for corporate charters. Recently, I came across a draft study that suggests that when Delaware looks over its shoulder in the race for...more

Wilson Sonsini Goodrich & Rosati

2018 Delaware Corporate Law and Litigation Year In Review

In 2018, the Delaware courts issued a broad range of important decisions addressing various corporate law and governance issues. Those decisions are relevant for public and private companies and will help shape...more

Ballard Spahr LLP

SEC consumer advocates launch misguided preemptive attack on arbitration clauses

Ballard Spahr LLP on

Having lost the battle to prohibit class action waivers in consumer arbitration agreements, consumer advocates have embarked on a new crusade....more

Ballard Spahr LLP

SEC Consumer Advocates Launch Misguided Preemptive Attack on Arbitration Clauses

Ballard Spahr LLP on

Having lost the battle to prohibit class action waivers in consumer arbitration agreements, consumer advocates have embarked on a new crusade....more

McCarter & English, LLP

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

McGuireWoods LLP

SEC Proposes Clawback Rules

McGuireWoods LLP on

Yesterday, the SEC proposed the long-awaited executive compensation clawback rules under Section 954 of the Dodd Frank Act. Weighing in at over 100 pages, there is a lot to digest. This McGuireWoods client alert provides an...more

Stinson - Corporate & Securities Law Blog

New Surprises in Final 2015 ISS Policy Updates

ISS has issued its 2015 policy updates. Unilateral Bylaw/Charter Amendments - This policy is new stand-alone policy. Previously these matters were evaluated under the ISS governance failure policy. ISS...more

Morrison & Foerster LLP

Exclusive Forum Provisions: A New Item for Corporate Governance and M&A Checklists

Public companies increasingly are adopting “exclusive forum” bylaws and charter provisions that require their stockholders to go to specified courts if they want to make fiduciary duty or other intra-corporate claims against...more

Mintz - Securities & Capital Markets...

Using Corporate Bylaws and Charters to Set the Rules for Shareholder Litigation

Recent court decisions, including the Delaware Supreme Court’s opinion earlier this month in ATP Tour, Inc. v. Deutscher Tennis Bund, have focused new attention on the use of corporate bylaws and charters to establish the...more

Skadden, Arps, Slate, Meagher & Flom LLP

"US Corporate Governance: Boards of Directors Face Increased Scrutiny"

In many ways, corporate governance in 2013 looked similar to corporate governance in 2012. Most public company directors were re-elected with shareholder support in excess of 90 percent of votes cast and only a handful of...more

27 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