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A Fun New Fact Pattern for Demand Futility

The concept of demand futility, rooted in the fundamental elements of Delaware corporate law, has been present for decades. The demand futility rules developed, as most doctrines of Delaware corporate law do, through judicial...more

What You Need to Know About Hospitality REITs

In February 2016, Hilton Worldwide announced its plans to spin off the bulk of its hotel real estate into a publicly traded real estate investment trust (REIT) to be owned by its shareholders by the end of the year. The...more

Attention All Canadians Who Own, Control U.K. Subsidiaries: U.K. Government Implements PSC Register

The U.K. government recently enacted amendments to the U.K. Companies Act 2006, which requires non-listed U.K. companies and limited liability partnerships to maintain and file a register of people with significant control...more

Amendments to Delaware General Corporation Law Will Affect Appraisal Actions and “Intermediate-Form” Mergers

On June 16, 2016, Delaware Governor Jack Markell signed into law House Bill 371, which amends the Delaware General Corporation Law (DGCL) with respect to, among other things, appraisal proceedings and “intermediate-form”...more

Genealogy And The Corporate Lawyer

Who is family and how close are they? These aren’t questions that typically occupy the mind of a corporate lawyer. Occasionally, however, consanguinity matters even to a corporate lawyer. Thus, Section 308 of the...more

New Law: Has Your PA Corporation Updated its Bylaws?

It is now almost one year since the Associations Transaction Act came into effect in Pennsylvania on July 1, 2015. It is a good time to ask the question: Has your Pennsylvania corporation updated its Bylaws? ...more

"Amendments to Delaware General Corporation Law Signed Into Law"

On June 16, 2016, Delaware Gov. Jack Markell signed into law amendments to the Delaware General Corporation Law (DGCL) described in our March 16, 2016, client alert. Among the amendments are changes to Section 262 to impose...more

Business Litigation Reporter - June 2016

Goodwin Procter’s Business Litigation Reporter provides timely summaries of key cases and other developments within dedicated Business Litigation sessions and related courts throughout the country – courts within which...more

NBU gradually lifts “anti-crisis” restrictions (Ukrainian)

On 7 June 2016 the Board of the National Bank of Ukraine (NBU) adopted a new “anti-crisis” Resolution No. 342 (the Resolution.) The Resolution was adopted to replace the earlier “anti-crisis” Resolution of the NBU No....more

NBU gradually lifts “anti-crisis” restrictions

On 7 June 2016 the Board of the National Bank of Ukraine (NBU) adopted a new “anti-crisis” Resolution No. 342 (the Resolution.) The Resolution was adopted to replace the earlier “anti-crisis” Resolution of the NBU No....more

Romanian Legal Update: Significant Changes In The Field Of Corporate Governance For Public Undertakings

Law No. 111/2016 for the approval of the Government Emergency Ordinance No. 109/2011 regarding the corporate governance of public undertakings (the Ordinance) has been published in the Official Gazette No. 415 of 1 June 2016...more

Corporate Investigations and White Collar Defense - June 2016

Eye on the Supreme Court—Corruption and Fraud Edition - Why it matters: This session, the Supreme Court has undertaken the review of numerous cases that raise thorny issues arising in the white collar context. In our...more

In a Case of First Impression, Delaware Chancery Court Holds It’s “Out with the Old (Board) and In With the New” When Considering...

On May 31, 2016, the Delaware Chancery Court rejected shareholders’ allegations of corporate wrongdoing in a derivative suit against a national healthcare company, Bioscrip, holding that Plaintiff failed to adequately allege...more

Delaware Supreme Court Weighs In On “Direct v. Derivative” Question Certified By Second Circuit

In Citigroup Inc. v. AHW Investment Partnership, No. 641, 2015 (Del. May 24, 2016), the Delaware Supreme Court answered a certified question of law presented by the Second Circuit Court of Appeals allowing shareholders...more

Blog: Once Disparaged, Will The Virtual-Only Shareholders’ Annual Meeting Be Rejuvenated?

For many years, annual meetings of shareholders have been viewed as increasingly moribund rituals of corporate governance, as fewer and fewer shareholders are able or willing to overcome the logistical and financial burdens...more

Blog: Options to Acquire: How these Creative Acquisition Strategies Differ from a Traditional Purchase

Creative acquisition strategies are offering both buyers and targets additional opportunities to grow their businesses through M&A. One strategy that we are seeing parties use is the “option to acquire” structure, which...more

Blog: Investors Challenge Fund Managers On Say-On-Pay Vote Practices

Support for management on say-on-pay votes for the 2016 season so far (data as of May 18) continues at about the same level as in prior years – a median approval rate of 95% among the S&P 500, according to Compensation...more

Disregard of Speculative Financial Projections Was Not Bad Faith

In a stockholder challenge to a sale of the company, a plaintiff may rebut the business judgment rule by pleading facts that support a reasonable inference that at least half of the directors, who approved the sale, were not...more

B.C. Court Confirms Powerful Maritime Arrest is Widely Available in Disputes Involving Maritime Assets

In Avina v. Sea Senor (Ship), the British Columbia Supreme Court (Court) upheld the arrest of the ship, Sea Senor (Vessel), in a dispute between the two shareholders of the company that owns the Vessel. The defendant applied...more

How to Lessen the Tax Bite When Selling a Business

When a business is sold, both the buyer and the seller endeavor to walk away with as much cash on hand as possible. The seller hopes to reap the rewards of years of hard work; the buyer hopes to secure enough cash to...more

New OJK Regulation on Indonesian Securities Companies

The Indonesian Financial Services Authority (Otoritas Jasa Keuangan - "OJK") has recently issued Regulation No. 20/POJK.04/2016 ("Regulation 20/2016") on the Licensing of Securities Companies that Conduct Business Activities...more

Dell Shareholders' Appraisal Claims Denied After Voting Mishap

In July 2015, the Delaware Court of Chancery issued an opinion in In re Appraisal of Dell, Consol. C.A. No. 9322-VCL, holding that the technical missteps of a custodial bank necessarily required the court to deny certain...more

What is the RAISE Act and How Useful will it be to Sellers of Private Company Shares?

With the enactment of the Jumpstart Our Business Startups (JOBS) Act of 2012, private companies have the ability to defer an IPO and SEC reporting, and remain private longer than at any time in the past. One result, however,...more

Taking Action That Affects The Shareholder Vote? Expect the "Gimlet Eye"

On May 19, 2016, the Delaware Chancery Court preliminarily enjoined the directors of Cogentix Medical from reducing the size of the company's board because, under the facts presented, there was a reasonable probability that...more

Court Of Chancery Enjoins Board Reduction Plan Prior To Director-Election

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

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