The M&A Word of the Day® from the Book of Jargon® Is Naked No Vote
Delaware recently enacted significant amendments (the 2022 Amendments) to the General Corporation Law of the State of Delaware (the DGCL), enhancing Delaware’s corporate governance regime for directors and officers, while...more
Despite being one of the more well-known doctrines in corporate law, the rule articulated in Blasius—that directors who act with the primary purpose of interfering with a stockholder vote must have a compelling justification...more
On April 6, Delaware Gov. John Carney issued the Tenth Modification of the Declaration of a State of Emergency for the State of Delaware Due to a Public Health Threat (Emergency Order), arising from the COVID-19 epidemic. ...more
A most curious press release sprouted up amidst summer's hot growing season: 13 leaders of public companies and investing firms have put forth self-professed governance principles for public companies. (See...more
Advance notice bylaws, requiring stockholders to give a corporation timely notice of their nominees to the board before a stockholder meeting for the election of directors, are a proper corporate governance tool. The purpose...more
The Delaware Court of Chancery recently determined that the appropriate remedy for a corporation’s failure to comply with court orders to hold a long overdue stockholders’ meeting was to appoint a receiver with authority to...more