Shareholder Rights

News & Analysis as of

A Moral Victory But No Damages Awarded in AIG Bailout Litigation

The Court of Federal Claims recently held that the coercive terms of the government’s $85 billion bailout of AIG were illegal. The victory, however, was merely a moral one because plaintiffs walked away with a $0 damage...more

Delaware Court Holds Interested Directors Liable for "Fairer Price" In Going Private Transaction

In one of the largest ever M&A-related recoveries for shareholders, Vice Chancellor J. Travis Laster ordered Dole Food Company, Inc.’s Chairman and CEO, David Murdock, and Dole’s former President, COO and General Counsel, C....more

Mergers & Acquisitions Glossary

This Glossary contains many of the important terms and definitions used in the M&A world. The Glossary is not exhaustive, however. Like most areas of the law, M&A is a highly complex subject that involves several legal and...more

Appraisal Claims Dismissed Due to Custodial Banks' Technical Acts

Despite being a court of equity, there are certain instances where the Delaware Court of Chancery demands "strict compliance" with procedural provisions irrespective of the potential for an inequitable outcome. For example,...more

Court Of Chancery Permits Partial Settlement Of Appraisal Case

Mannix v. Plasmanet, Inc., C.A. No. 10502-CB (July 21, 2015) - This decision permits non-appearing dissenters to settle their appraisal claims over the objection of the appraisal petitioner....more

Hot Topics from the Attorneys for Family Held Enterprises Conference

On June 17, the Attorneys for Family Held Enterprises (AFHE) held a midyear conference in New York City. The agenda began with an interactive presentation titled "Understanding Conflicts of Interest and Current Events in the...more

Did You Ever Wonder What You Might Do In California But Not Delaware?

A recent decision by the Delaware Court of Chancery tackles the question of whether a stockholder may adopt a bylaw granting stockholders the right to remove officers.  In Gorman v. Salamone, C.A. No. 10183-VCN (Del. Ch. July...more

Broad Changes to Ontario Corporate Law Recommended

A panel of legal practitioners and academics appointed by Ontario’s Ministry of Government and Consumer Services (Panel) has recommended potential updates and revisions to a number of corporate and commercial Ontario statutes...more

Should Your Startup Become a Public Benefit Corporation?

With the increased attention paid to companies that feature public benefits or social impact as part of their mission or business plan and with the rise of social impact investors, more and more states are enacting public...more

Securities and Corporate Governance Litigation Quarterly

Welcome to the fourth issue of Securities and Corporate Governance Litigation Quarterly, Seyfarth’s quarterly publication of the Securities & Financial Litigation Group focusing on decisions or other items of interest for...more

Newsletter: Cooley M&A Team News - July 2015

As discussed in our March 2014 and April 2015 newsletters, in the last few years, there have been numerous developments in the law and practice surrounding appraisal rights under Delaware law. That trend has continued with...more

Court of Chancery Dismisses Appraisal Case For Violation Of The Continuous Ownership Rule

To obtain appraisal rights following a merger a stockholder needs to continuously hold her stock through the merger date. But as this decision holds (and is almost certain to be appealed as the Court has itself invited),...more

SEC Chair White Spills The Beans On Proposal For Universal Proxies, Hints About The Exclusion For Conflicting Shareholder...

Recently, in a speech to the Society of Corporate Secretaries and Governance Professionals, SEC Chair May Jo White discussed four proxy-related issues that have recently created tension between companies and their...more

Familiar Features in Pennsylvania’s New Entity Transactions Landscape

Comprehensive amendments to the Pennsylvania Business Corporation Law (“PBCL”) go into effect on July 1, 2015. The amendments repeal many substantive provisions of the PBCL in respect of corporate mergers. These provisions,...more

Does The SEC’s Unbundling Rule Deprive Stockholders The Right To Vote On The Whole?

A forthcoming academic paper looks for bundling in more than 1,500 management proposals between 2003 and 2012.  Bundling occurs when multiple matters are combined into a single proposal.  The authors, James Cox, Fabrizio...more

Increasing Hostility Towards Appraisal Arbitrage

Appraisal rights have become increasingly popular and controversial in recent years. While statutory appraisal remedies are intended to protect minority stockholders by enabling those who dissent to request a judicial...more

Amendments to the Michigan Nonprofit Corporations Act

In January 2015, Governor Snyder signed Michigan Senate Bills 623, 624, and 929, which make significant revisions to the Michigan Nonprofit Corporation Act (MCL 450.2101 – 450.3192) (the “Act”). The purpose of these companion...more

Spin-Offs and Successorship Clauses

In 2006, the media conglomerate News Corporation, referred to as Old News Corp, entered into a Settlement Agreement to settle stockholder litigation filed in Delaware in 2005. Subject to certain exceptions, the Settlement...more

Stockholder access to nominate directors gains momentum in 2015 proxy season

Years of regulatory snarls and courtroom battles have left a complex, intertwined state and federal regulatory patchwork for proxy statements that has resulted in split approaches for stockholder proposals on one hand and...more

Fuchs Family Trust v. Parker Drilling Co., C.A. No. 9986-VCN (Del. Ch. Mar. 4, 2015) (Noble, V.C.)

In this memorandum opinion, the Court of Chancery denied a stockholder request for inspection of books and records pursuant to 8 Del. C. § 220 (“Section 220”). The Court held, among other things, that the requesting...more

Halpin v. Riverstone National, Inc., C.A. No. 9796-VCG (Del. Ch. Feb. 26, 2015) (Glasscock, V.C.)

In this decision, the Court of Chancery granted a motion for summary judgment for minority stockholders asserting appraisal rights in a squeeze-out merger. The Court assumed, without deciding, that a common stockholder may...more

Issuers Omit Proposals From Proxy Statements

As noted here, two issuers have omitted shareholder proposals from preliminary proxy statements where no-action letters from the SEC regarding omission of the proposals have been withdrawn. The blog suggests, within its...more

"New Listing Rules for Premium-Listed UK Companies: The Fine Line Between Upholding Majority Rule and Protecting Minority Rights"

The protection of minority shareholders in companies with a premium listing on the London Stock Exchange came to the fore in the United Kingdom following the 2012 and 2013 publication of consultation papers on the...more

Minority Shareholder Rights In Pennsylvania And Florida: A Tale Of Two Very Different Approaches

This article analyzes the development of the law relating to treatment of minority shareholders in Pennsylvania and Florida. The article discusses what type of conduct is actionable, what remedies are available as well as...more

The Marx Brothers Mirror Scene: Absurdity and Comments by a SEC Commissioner

I continue my Marx Brothers’ themed week by today looking at what I and many others believe to be their most cherished routine: the Mirror Scene. Danny Leigh, in his article in the Financial Times (FT), entitled “Souped-up...more

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