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Shareholders Ratification

Faegre Drinker Biddle & Reath LLP

Ratification of Defective Corporate Acts: An Overview

What Steps Does a Board Need to Take to Ratify a Defective Corporate Act? 1. Draft a Resolution. For each act that needs ratification, the resolution must include: (a) the defective act, (b) the date the act...more

Patton Sullivan Brodehl LLP

LLC Members May Ratify Prior Defective Actions

Actions taken within business entities are sometimes deemed invalid due to procedural defects.  For corporations, section 119 of the Corporations Code establishes a clear procedure by which defective actions can be ratified...more

Troutman Pepper

2023 Amendments to DGCL Streamline Ratification of Defective Corporate Acts, Stock Splits, and Other Corporate Actions

Troutman Pepper on

The latest proposed amendments to the Delaware General Corporation Law (DGCL) will simplify the process for ratifying defective corporate acts; eliminate or reduce the stockholder vote required to authorize some types of...more

Wilson Sonsini Goodrich & Rosati

California Adopts Ratification and Verification Statute for Corporations

Throughout the life cycle of a company, and especially during the leaner early start-up stages, corporate actions that are defective due to failures to obtain the correct board or shareholder votes, errors in the approval...more

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Corporation Law: Trends Impacting M&A and Corporate Litigation in 2019

On February 20, 2019, Skadden held a webinar titled “2019 M&A and Corporate Litigation Trends.” The panelists were litigation partner and Delaware litigation practice leader Edward Micheletti and litigation counsel Jenness...more

Skadden, Arps, Slate, Meagher & Flom LLP

Preparing for the Shareholder Proposal Season

On November 13, 2018, Skadden held our webinar “Preparing for the Shareholder Proposal Season.” The panelists were Peter da Silva Vint, Vice President of BlackRock’s Americas Investment Stewardship Group; Michael Garland,...more

White and Williams LLP

2018 Proposed Amendments to the Delaware General Corporation Law on Appraisal Rights and Ratification of Defective Acts

White and Williams LLP on

The Corporate Council of the Corporation Law Section of the Delaware State Bar Association recently released its proposed amendments to the Delaware General Corporation Law (DGCL) for 2018. Noticeably, the proposed amendments...more

Locke Lord LLP

The “Stockholder Ratification” Defense and Investors Bancorp: What Are “Meaningful Limits” in Proposing Director Discretionary...

Locke Lord LLP on

On December 13, 2017, the Delaware Supreme Court issued In re Investors Bancorp, Inc. Stockholder Litigation, Case No. 169. The holding of this case could be particularly impactful to Delaware corporations because of its...more

K&L Gates LLP

Delaware Supreme Court Shines a (Blurry) Spotlight on Director Compensation Decisions: In re Investors Bancorp, Inc. Stockholder...

K&L Gates LLP on

Delaware court decisions in recent years have led a number of companies to adopt stockholder-approved director compensation limits in order to benefit from the stockholder ratification defense, which can prove useful if...more

Sheppard Mullin Richter & Hampton LLP

Delaware Supreme Court Imposes New Limits on Stockholder Ratification Defense In Connection With Equity Incentive Plans

In In re Investors Bancorp, Inc. Stockholder Litigation, No. 169, 2017, 2017 WL 6374741 (Del. Dec. 13, 2017), the Delaware Supreme Court limited the ability of directors to assert the stockholder ratification defense when...more

Brownstein Hyatt Farber Schreck

2015 Nevada Business Entities Law Update

The 78th Session of the Nevada Legislature made a number of changes to provisions of Title 7 of the Nevada Revised Statutes (NRS) governing business entities, including corporations, limited liability companies and limited...more

Latham & Watkins LLP

Director Compensation After Calma v. Templeton: Proactive Steps to Consider

Latham & Watkins LLP on

Delaware case exposes director compensation to heightened “entire fairness” standard absent adequate stockholder ratification - The Delaware Court of Chancery recently decided a case that makes it easier for plaintiffs...more

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