Sarissa Capital Domestic Fund LP v. Innoviva Inc., C.A. 2017-0309-JRS (December 8, 2017) - This is a great explanation of when a director is authorized to enter into an oral agreement that is enforceable, here to add two...more
The obvious tension between the interests of long-term investors, such as institutional shareholders, and short-term investors, principally represented by hedge fund activists, has been the subject of much discussion of late....more
This is an excellent review of the law governing when the Court will enjoin board action that affects the ability of stockholders to elect directors....more
“Proxy put” provisions, which have been widely used in credit agreements and indentures since the 1980s, have recently garnered the attention of shareholders and plaintiffs lawyers, calling into question their value and the...more