A familiar corporate charter provision for many companies and, in particular, the stock holding company formed in the charter of newly converted mutual savings institution, is a limitation on voting shares beneficially owned...more
Under Delaware law, director actions are twice-tested: first for legal authorization under a company’s organizational documents or positive law, and second under equitable fiduciary principles. A company’s organizational...more
On January 30, 2020, the Federal Reserve Board (the “Board”) adopted final rules (the “Final Control Regulation”) to provide increased transparency and consistency around determining when an investor company has “control”...more
On January 30, the Federal Reserve released a highly anticipated final rule that substantially updates and clarifies the agency's regulatory framework for determining when an investor exercises a controlling influence over a...more
Recently, the frequency of stockholder demands to inspect corporate books and records pursuant to Section 220 of the Delaware General Corporation Law has increased. In turn, the case law concerning Section 220 demands is...more
Several recent decisions applying Delaware law offer helpful insight about the impact that activist investor involvement has on board decision-making leading to a transaction and how those decisions will be reviewed by the...more
Why it matters - In a noteworthy decision, the Delaware Court of Chancery ruled that a lender could be held liable for aiding and abetting a breach of fiduciary duty by directors of a public company borrower by including...more
Presented below is a brief survey of leading cases interpreting Pennsylvania corporate law in situations involving takeovers, proxy fights or other matters affecting corporate changes of control. This summary is by no means...more