“Monsters, Inc.” y el buen gobierno corporativo
Marketing Minute Video with NP Strategy: Mastering Stakeholder Engagement
Conflictos de interés en Colombia, nueva regulación
Announcing Troutman Pepper's New Payments Pros Podcast! - The Consumer Finance Podcast
The Fundamentals of Shareholder Litigation
How ESG and Election Law Intersect: Putting the ‘S’ in ESG
Taking the Pulse, A Health Care and Life Sciences Video Podcast | Episode 143: Paul Sheils, CEO, Fluent
Podcast: The Legal Battle Over Mifepristone - Diagnosing Health Care
The Informed Board Podcast | How the SEC Is Making it Harder To Exclude Shareholder Proposals and What This Means for ESG This Proxy Season
The Informed Board Podcast | Pass-Through Voting: Empowering Shareholders or Increasing the Influence of Proxy Advisors?
Morgan Horvitz of Galloway on gaining attorney engagement in key marketing and BD programs - Passle's CMO Series Podcast
Podcast: Direct Access Laboratory Testing: Navigating the Regulatory Landscape – Diagnosing Health Care
Leveraging Data and Technology to Achieve Scalable Food Service
In the Boardroom With Resnick and Fuller - Episode 4
Legal Alert | DOL Opens ESG Door: What Does It Mean for Plan Fiduciaries?
This Am Law 150 partner's niche blog helped him build a seven-figure book of business - Legally Contented Podcast
In the Boardroom With Resnick and Fuller - Episode 1
Change of Control: Golden Parachute Rules in the Sale Process
10 Things Lawyers Should Know About BVI Transactions
Litigation developments: federal forum provisions
On July 2, 2024, the Delaware Chancery Court in Sciannella v. AstraZeneca dismissed stockholder claims in connection with the $3 billion merger of Viela Bio and Horizon Therapeutics in 2021. The merger was approved by Viela’s...more
Founding a successful company is enormously difficult. An oft-cited statistic is that 75% of venture-backed start-ups fail, a percentage that is probably both understated and fails to consider all the companies that never...more
The amendments to the Delaware General Corporation Law (DGCL) are effective yesterday, August 1, and will apply retroactively to agreements and contracts that a Delaware corporation entered into, or that a Delaware...more
On July 17, 2024, Delaware Governor John Carney signed into law amendments to the Delaware General Corporation Law (DGCL) from Senate Bill 313 that had sparked considerable controversy within the corporate law and governance...more
The latest amendments (the “Amendments”) to the Delaware General Corporation Law (the “DGCL”) went into effect today, August 1, 2024, to address, among other things, (i) stockholder agreements related to corporate governance;...more
Corporate lawyers in Canada tend to follow decisions of the Delaware Courts involving corporate governance and shareholder matters, as decisions of the Delaware Courts are often a bellwether as to how certain aspects of...more
This article is the second in our series on equity-based compensation intended to assist employers with answering a common question: What type of equity compensation award is best for our company and our employees?...more
Many co-owners of closely held businesses will employ life insurance as a tool for funding the transfer of ownership in the business upon the death or retirement of an owner. In these cases, planning involves the use of...more
What’s the latest on SB 313, the proposed amendments to the Delaware General Corporation Law largely designed to address the outcome of the decision in West Palm Beach Firefighters’ Pension Fund v. Moelis & Company? That case...more
Three recent decisions from the Delaware Court of Chancery (the “Court”) have upended long-standing market practice related to, among other matters, stockholder agreements, board approvals of merger agreements and the...more
Controversy notwithstanding, the proposed amendments to the Delaware General Corporation Law in Senate Bill 313 have reportedly “sailed through” the Delaware Senate and are scheduled to move to the Delaware House this week....more
Last month, this PubCo post discussed the recent controversy over proposed amendments to the Delaware General Corporation Law. As noted in the post, the Council of the Corporation Law Section of the Delaware State Bar...more
On March 28, 2024, the Council of the Corporation Law Section of the Delaware State Bar Association approved legislation proposing to amend the Delaware General Corporation Law (“DGCL”) in response to recent Delaware Court of...more
The Council of the Corporation Law Section of the Delaware State Bar Association has proposed amendments to the Delaware General Corporation Law that, if enacted by the General Assembly, will address issues raised in three...more
The Delaware Court of Chancery decided two cases recently that may have a significant impact on future corporate action, in each stressing the need for corporate actors to follow statutory requirements, even when in potential...more
The last several months have marked an extremely busy time in Delaware corporate law, with regard to decisions out of the Delaware courts, proposed legislative responses, and shifting market practices. In recent weeks in...more
Key Takeaways - The Delaware Court of Chancery held that stockholder governance rights that restrict the ability of the board of directors to manage or direct the business and affairs of a corporation are facially invalid...more
In West Palm Beach Firefighters’ Pension Fund v. Moelis & Company, the Delaware Court of Chancery invalidated a set of approval rights contained in a stockholder agreement as facially in conflict with Section 141(a) of the...more
On February 23, 2024, a decision by Vice Chancellor J. Travis Laster in the Delaware Chancery Court invalidated parts of a shareholder agreement between Moelis & Company and its Chairman, Chief Executive Officer and founder,...more
On February 23, 2024, Vice Chancellor Travis Laster of the Delaware Court of Chancery issued his 131-page decision in West Palm Beach Firefighters’ Pension Fund v. Moelis & Co., No. 2023-0309-JTL. The case involved a...more
On February 23, 2024, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery issued a decision concluding that some provisions of a stockholder agreement purporting to give a large stockholder various governance...more
Professor Stephen Bainbridge recently commented on a decision by Vice Chancellor J. Travis Laster finding that Section 141(a) of the Delaware General Corporation Law trumps most of the provisions of a so-called "new wave"...more
Part 3 of Title 3 of the California Corporations Code is comprised of four statutes governing "joint stock associations". Oddly, the Corporations Code makes no attempt to define the term and it does not appear in any other...more
Recently, the Commercial Division rendered a split decision on a petition to stay an arbitration in Gol v. TNJ Holdings, Inc., Index No. 652304/2020, Doc. No. 75 (Sup. Ct., NY Cnty. Aug. 13, 2020). Based on an analysis of...more
Southpaw Credit Opportunity Master Fund LP v. Roma Restaurant Holdings Inc., C.A. 2017-0059-TMR (February 1, 2018) - When stock is issued in violation of a stockholder agreement, the issuance is “void.” This has great...more