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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

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from preliminary proxy statements where no-action letters from the SEC regarding omission of the proposals have been withdrawn.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

OHA Sheds Some Light on What Constitutes a “Class” of Stock

In my recent article about the impact of separate stock classes on veteran-owned firms, I discussed how having more than one class of voting stock can complicate an ownership analysis under both the Department of Veterans...more

NYC Pension Fund Submits 75 Proxy Access Proposals

New York City Comptroller Scott M. Stringer, on behalf of the $160 billion New York City Pension Funds, has submitted proxy access shareowner proposals to 75 companies. The proposals request a bylaw to give shareowners who...more

All Shares Are Equal But With Proxy Access Some Shares Are More Equal Than Others

In George Orwell’s famous satire of Stalin’s Soviet Union, Animal Farm, the animals started out with seven commandments. The seventh commandment was “All Animals Are Equal”. As time passed, three of the original...more

Responding to Stockholder Inspection Demands Under Delaware Code § 220

Delaware Code § 220 gives stockholders the right to inspect a corporation’s books and records, but that right is subject to certain important limitations that have developed in the Delaware caselaw. When a corporation is...more

Blog: Corp Fin Tallies Shareholder Proposal No-Action Requests And Responses

As reported by Bloomberg, director of Corp Fin Keith Higgins, speaking at the ABA meeting of the Business Law section in Chicago, provided Corp Fin’s tally of no-action requests and responses in connection with shareholder...more

Council of Institutional Investors Issues Report on Board Evaluation Disclosure

The Council of Institutional Investors (CII), an advocacy group for corporate governance and shareholder rights, has published a report that highlights two approaches to disclosure regarding a board’s process of...more

Texas Ruling Highlights the Need for Shareholder Agreements in Closely Held Corporations

On June 20, 2014, the Texas Supreme Court issued a landmark decision that brings to light the importance of every corporation, especially closely held corporations, having a comprehensive shareholders' agreement that...more

Governance & Securities Law Focus: Europe Edition

In this issue: - EU DEVELOPMENTS - Statutory Audit Directive and Regulation Published in Official Journal - Council Adopts Intra-Corporate Transferees Directive - ESMA Publishes Consultation and...more

The Resilient Rights Plan: Recent Poison Pill Developments and Trends

Shareholder rights plans were developed more than 30 years ago to fend off opportunistic hostile offers and other abusive takeover transactions. Rights plans deter unauthorized stock accumulations by imposing substantial...more

"Navigating Today’s Shareholder Activism Landscape: What Companies Should Consider"

Shareholder activism is the corporate topic du jour, be it in boardrooms, the media or Washington, D.C. While corporate boards and management need to understand the current environment and how we got here, their top priority...more

In a Decision of First Impression, Delaware Court of Chancery Denies Third Point's Motion to Enjoin Sotheby's Novel Poison Pill

On May 2, 2014, Vice Chancellor Donald Parsons of the Delaware Court of Chancery issued a significant decision in the litigation brought by Daniel Loeb's hedge fund, Third Point LLC, challenging Sotheby's stockholder rights...more

Lead Director Networks: Viewpoints - April 2014

Dealing with shareholder activism - On March 4, 2014, Lead Director Network (LDN)1 members met in New York City to discuss shareholder activism. Ralph Whitworth, founder, principal, and investment committee member of...more

California’s RULLCA Impossible Pleading Requirement For Derivative Suits

California’s Revised Uniform Limited Liability Company Act requires a member of a domestic or foreign LLC to include two specific allegations in any complaint brought in the right of the company. Failure to include these two...more

Shareholders Have an Absolute Right to an Auditor and to Audited Financial Statements - Financial Hardship is Irrelevant, Says...

In a decision released on January 29, 2014, the B.C. Court of Appeal ruled that companies incorporated under the Canada Business Corporations Act must, by operation of law, appoint an auditor, and thereafter produce annual...more

On Closer Inspection, This CII “Best Practice” May Be Neither Good Nor Legal

The Council of Institutional Investors has adopted what it describes as ”a comprehensive body of corporate governance best practices”, including Policies on Corporate Governance. I question, however, whether some of these...more

Minority Shareholder Rights in Virginia

In August 2012, Judge Jane Marum Roush, sitting by designation in the Circuit Court of Buckingham County, issued a comprehensive letter opinion in Colgate et al. v. The Disthene Group, Inc. The opinion reassessed a...more

Court Strikes Down Shareholder Suit Challenging Compensation Disclosures

On August 2, 2013, a California Superior Court struck down a putative class action brought by shareholders challenging compensation disclosures in a proxy statement in connection with an advisory “say-on-pay” vote....more

Restricting Shareholders’ Ability to Challenge Corporations: Delaware Chancery Court Upholds Companies’ Right to Select Forum for...

The U.S. state of Delaware’s courts, particularly the Court of Chancery, are usually thought of as doughty protectors of shareholder rights. But some recent decisions have, in fact, narrowed such rights. Following close upon...more

Must Designated Directors Keep A Secret?

Yesterday’s post concerned the attorney-client privileged issues in Vice Chancellor J. Travis Laster’s recent decision in Kalisman v. Friedman, 2013 Del. Ch. LEXIS 100 (April 17, 2013). I found another statement in the...more

Note to Majority Shareholders in Iowa - Don't be Oppressive.

The Iowa Supreme Court recently adopted a reasonableness standard for the adjudication of minority shareholder claims of oppression under the Iowa Business Corporations Act....more

Virginia Federal District Court Dismisses Shareholder Derivative Action Related To Credit Card Issuer’s Settlements With OCC, CFPB

On June 21, the U.S. District Court for the Eastern District of Virginia dismissed a shareholder derivative action against a national bank’s officers and directors that was based on the bank’s settlements with the CFPB and...more

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