News & Analysis as of

Initial Public Offering (IPO) Bylaws

Willcox & Savage

Do Your Due Diligence: Startups and Secondary Transactions

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Following reports that record numbers of investors in private startups are exploring selling equity before an IPO or liquidity event, it’s important to remember that secondary sales often pose issues that are not present in a...more

Bradley Arant Boult Cummings LLP

Beware of Risks Involved in Start-Up Company Investing: Avoid Red Flags When Making Private Company Investments

The “Great Resignation” as it has been called reflects the large number of employees leaving the traditional workforce, and many of those departing employees are leaving hourly or salaried positions to start their own new...more

Kramer Levin Naftalis & Frankel LLP

Two Additional California Courts Dismiss Securities Act Claims in Favor of Federal Forum Selection Provisions

As previously discussed in our Sept. 10, 2020, client alert, in Wong v. Restoration Robotics, Inc., Case No. 18-CIV-02609 (Cal. Super. Ct. Sept. 1, 2020), the Superior Court of California for the County of San Mateo dismissed...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - April 2020

This issue includes summaries and associated court opinions of selected cases principally decided between October 2019 and January 2020. ...more

Fenwick & West LLP

Delaware Supreme Court Rules That Corporations May Require Securities Act Claims to be Litigated in Federal Court

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The Delaware Supreme Court recently ruled that corporations may require stockholders to litigate claims under the Securities Act of 1933 (Securities Act) in federal court, holding that such forum provisions in corporate...more

WilmerHale

Delaware Supreme Court Upholds Validity of Federal Forum Provisions in Landmark Ruling

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On March 18, 2020, in a landmark ruling in Salzberg v. Sciabacucchi, No. 346, 2019 (Del. Mar. 18, 2020), the Delaware Supreme Court upheld the validity of provisions of corporate articles of incorporation that require...more

Latham & Watkins LLP

Delaware Supreme Court Confirms Validity of Federal Forum Selection Bylaws for Securities Act Claims

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The decision is a positive development for Delaware corporations seeking to reduce duplicative state court litigation arising from public securities offerings. On March 18, 2020, the Delaware Supreme Court issued its...more

Vinson & Elkins LLP

Delaware SupremeCourt: Corporations May Use Bylaws To Require Investors To Sue In Federal Court For Securities Act Claims

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In Sciabacucchi v. Salzberg, No. 346, 2019 (March 18, 2020 Del. Sup. Ct), the Delaware Supreme Court has strengthened the use of forum selection clauses in bylaws and other governance documents by holding that corporations...more

Foley Hoag LLP - Public Companies & the Law

New ISS voting guidelines ramp up expectations for public companies

Last week Institutional Shareholder Services updated its proxy voting guidelines for annual shareholder meetings to be held on or after February 1, 2020. The updates take a major step forward to advocate greater gender...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

Mintz - Securities Litigation Viewpoints

Delaware Chancery Court Holds Corporations Cannot Enact Federal Forum Provisions To Bypass Cyan and Preclude State Courts from...

In 2017, courts across this country were split on whether plaintiffs could assert a class action alleging claims under the Securities Act of 1933 (which provides a private right of action against issuers and others for...more

Sheppard Mullin Richter & Hampton LLP

Delaware Court of Chancery Declares Ineffective Exclusive Federal Forum Provision for 1933 Act Claims

In Sciabacucchi v. Salzberg, C.A. No. 2017-0931-JTL, 2018 WL 6719718 (Del. Ch. Dec. 19, 2018), the Delaware Court of Chancery (Laster, V.C.) held that a forum-selection provision in a Delaware corporation’s charter or bylaws...more

Ballard Spahr LLP

SEC consumer advocates launch misguided preemptive attack on arbitration clauses

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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

Cooley LLP

Blog: Considerations Regarding The Defensive Health Of Newly Public Companies

Cooley LLP on

As discussed in this December 2016 Cooley Alert, this proxy season, the policies of ISS and Glass Lewis provide that they will recommend voting against the re-election of directors of “newly public” companies that, prior to...more

Cooley LLP

Alert: New Pubcos Should Consider Defensive Health in Light of ISS/GL Recommendations

Cooley LLP on

ISS and Glass Lewis are continuing to apply special scrutiny to certain corporate governance provisions of "newly public" companies (generally, companies that have gone public in 2014 or later). In short, the latest policies...more

Snell & Wilmer

Corporate Communicator - 2017 Annual Meeting Season

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Dear clients and friends, We present our traditional year-end issue of Snell & Wilmer’s Corporate Communicator to help you prepare for the upcoming annual report and proxy season. This issue highlights SEC reporting and...more

Stinson - Corporate & Securities Law Blog

ISS Launches 2016 Benchmark Policy Consultation

ISS has made available for public comment certain proposed voting policies for 2016. In the United States ISS has proposed policies relating to unilateral board actions, director overboarding and compensation at...more

Dorsey & Whitney LLP

Preparing for the 2015 Proxy Season

Dorsey & Whitney LLP on

Similar to last year, there are no new disclosure requirements which need to be reflected in this year’s proxy statement; however, with ongoing shareholder activism and the desire of companies to communicate effectively with...more

Smith Anderson

ISS and Glass Lewis Update Their Proxy Voting Guidelines

Smith Anderson on

Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis), two of the leading providers of corporate governance research and proxy voting services, have published their updated proxy voting guidelines for...more

Morrison & Foerster LLP

ISS and Glass Lewis Update their Proxy Voting Guidelines for 2015

Morrison & Foerster LLP on

Proxy research and advice entities Institutional Shareholder Services Inc. (“ISS”) and Glass, Lewis & Co., LLC (“Glass Lewis”) recently updated the guidelines each service will use to inform their voting recommendations for...more

McDermott Will & Emery

ISS and Glass Lewis Update Proxy Voting Guidelines for 2015

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Institutional Shareholder Services Inc. (ISS) and Glass, Lewis & Co., LLC, issued their respective annual updates to their proxy voting guidelines on November 6, 2014. As revised these guidelines have important implications...more

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