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Katten Muchin Rosenman LLP

Delaware Chancery Court Issues Delman Decision Potentially Increasing Scrutiny of the Actions of SPAC Sponsors and Boards

On January 4, the Delaware Chancery Court issued a second decision suggesting that SPAC sponsors and directors proceed with care in connection with de-SPAC transactions (and potentially future SPAC formation). As a result of...more

Goodwin

“Good Faith” in Shareholders’ Agreements: What Does it Mean?

Goodwin on

Shareholder agreements often include an obligation that the shareholders must act with “good faith” in their dealings with one another and with the company. However, what does that actually mean? In this insight, we consider...more

A&O Shearman

New York Appellate Court Dismisses Breach Of Fiduciary Duty Claims Under Foreign Law, Clarifying That The Internal Affairs...

A&O Shearman on

On October 13, 2022, a five-judge panel of the Appellate Division of the New York State Supreme Court, First Department, unanimously reversed a trial court decision and dismissed a breach of fiduciary duty action brought by...more

BCLP

Investor to affiliate: recent FERC decisions hold that appointment of non-independent board members can constitute control

BCLP on

Two recent FERC decisions hold that appointment of an investor’s own officers or directors, or other appointee accountable to the investor, to the board of a public utility or holding company that owns public utilities will...more

Goodwin

Former Theranos CEO Denied Attorney-Client Privilege Over Communications with Company Attorneys

Goodwin on

Former Theranos CEO Denied Attorney-Client Privilege Over Communications with Company Attorneys; District of Massachusetts Allows Putative Securities Class Action to Proceed Against OvaScience Investors; Delaware Chancery...more

Fenwick & West LLP

Terms of IPO Lock-Up Agreements for Technology Companies Shift as Direct Listings and SPACs Gain Traction

Fenwick & West LLP on

A recent Fenwick survey found that the length of IPO lock-up agreements for technology companies continues to predominantly be 180 days but that lock-ups are now increasingly subject to early release provisions in connection...more

Robins Kaplan LLP

When Does a Tweet Fall Afoul of Regulation FD

Robins Kaplan LLP on

On August 7, 2018, Tesla CEO Elon Musk used his personal Twitter account (@elonmusk) to propose a buyout of the company for $420 a share, stating that funding was secured....more

Mintz - Bankruptcy & Restructuring Viewpoints

In Massachusetts, Directors and Investors Acting in their Normal Capacities Do Not Have Personal Liability for Wage Act Violations

The Massachusetts Supreme Judicial Court recently held that the Massachusetts Wage Act does not impose personal liability on board members or investors acting in their normal capacities. In Segal v. Genitrix, LLC, the SJC...more

Proskauer - Corporate Defense and Disputes

Petrobras Shareholders’ Brazilian-Law Claims Are Subject to Mandatory Arbitration Provision

The travails of Petrobras have generated a lot of attention – and litigation – in the past year. On July 30, 2015, District Judge Jed Rakoff, of the Southern District of New York, issued an opinion explaining his prior order...more

Cooley LLP

Blog: NACD Releases “Critical Issues For Board Focus In 2015?

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The National Association of Corporate Directors has just released “Critical Issues for Board Focus in 2015.” The issues list was developed following the NACD’s dialogues with a number of major institutional investors and...more

Cozen O'Connor

Benefit Corporations – A New Type Of Corporation – Are Now Authorized In Pennsylvania

Cozen O'Connor on

On January 23, 2013, the Pennsylvania Benefit Corporation Act (the Act) became effective. The Act authorizes a new type of for-profit business corporation known as a benefit corporation. Pennsylvania is now one of 12 states...more

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