Written Consent

News & Analysis as of

Five Considerations Before Selling a Vineyard or Winery

Whether to sell a vineyard or winery is one of the most significant decisions an owner will make. There are financial, career, lifestyle, and other factors that go into the choice, and the calculation is different for each...more

Compliance with the Formal Approval Requirements of Delaware Law Required for Stockholder Ratification of Director Compensation

On October 28th, the Delaware Chancery Court, in Espinoza v. Zuckerberg, et al., held that stockholder ratification of a transaction that was approved by an interested board of directors must be accomplished formally through...more

Background Screening – When is Section 603(y) Applicable?

When a company uses commercial background checks to evaluate the suitability of job applicants, they must comply with the Fair Credit Reporting Act (FCRA), which regulates the collection, dissemination, and use of consumer...more

Employee consent to use of personal data reliable under German law

The German Federal Labor Court (Bundesarbeitsgericht (BAG)) has published the reasons for its two decisions about whether an employee can revoke consent given to his or her employer for public use of the employee’s image in...more

M.D. Fla. Shuts Down Attempted End-Run Around Learned Intermediary in Enbrel Case

Today’s case gives us a lesson and a laugh. The lesson is that a court can be persuaded to prevent enterprising plaintiff lawyers from turning warning adequacy and the learned intermediary rule into not-so-funny jokes. The...more

Defectively Issued Stock Declared Valid After Section 205 Analysis

Corporations are operated by humans, at least until the rise of Skynet (infamous as a primary antagonist in the Terminator movie franchise). As humans are prone to err, corporate acts may also be executed in error. In 2014,...more

Should Proxy Contests Be Fair?

The current surge in stockholder activism raises the interesting question whether proxy contests should be conducted fairly. Should the protagonists only tell the truth in soliciting votes or may they act like some...more

Proxy Access In The 2015 Season

Rhonda Brauer is a senior managing director of corporate governance at Georgeson Inc. where she helps companies enhance their shareholder communications and analyze their governance practices. She recently joined Latham &...more

Illinois Passes Authorized Electronic Monitoring in Long-Term Care Facilities Act

On Friday, August 21, 2015, Illinois Governor Bruce Rauner signed into law Public Act 099-0430, the Authorized Electronic Monitoring in Long-Term Care Facilities Act, which permits a resident of a nursing home and her family...more

The Next EFTA Class Action Wave Has Started

A new type of Electronic Funds Transfer Act (EFTA) class action is now being filed in volume. This trend is highly likely to continue, as the cases are being filed by a consumer class action firm that has filed hundreds of...more

Sixth Circuit Weighs in on TCPA “Prior Express Consent”

The U.S. Court of Appeals for the Sixth Circuit recently addressed both the timing and scope of “prior express consent” under the Telephone Consumer Protection Act (“TCPA”). The plaintiff in Stephen M. Hill v. Homeward...more

Court of Chancery Affirms Director Primacy in Delaware Corporate Law

The Court of Chancery recently affirmed the primacy of the board of directors in Delaware corporate law in a case that involved an attempt by the majority stockholder of a Delaware corporation to amend the corporation’s...more

Court Examines Disclosure Duties in Consent Solicitaion Removing Directors

In Kerbawy v. McDonnell, the Delaware Court of Chancery affirmed the validity of a solicitation of written consents that removed certain directors and appointed new directors. A key theme of the opinion is that stockholders...more

FTC Closes Investigation Involving Proposed Changes to PayPal’s Terms

Earlier this year, PayPal announced planned changes to its User Agreement that would have, among other things, given the company broad rights to contact people by phone or text messages. The provision stated, in part...more

FCC Issues Omnibus Ruling on Host of Issues Affecting TCPA Litigation and Compliance

On July 10, 2015, the Federal Communications Commission (FCC) finally released its long awaited TCPA Omnibus Declaratory Ruling and Order, which resolved 21 petitions involving a wide variety of issues regarding the...more

FCC Signals Enforcement of TCPA "Prior Express Written Consent" Rules

In a letter published on June 11, 2015, the Federal Communications Commission's (FCC) Enforcement Bureau expressed "serious concern" about PayPal's use of a website user agreement to obtain prior express written consent to...more

Court Of Chancery Orders Dissolution Despite LLC Agreement Bar

This decision may answer the question of whether an LLC Agreement’s bar of dissolution without a member’s consent trumps the statutory remedy of court-ordered dissolution when the entity’s purpose cannot be achieved any...more

Familiar Features in Pennsylvania’s New Entity Transactions Landscape

Comprehensive amendments to the Pennsylvania Business Corporation Law (“PBCL”) go into effect on July 1, 2015. The amendments repeal many substantive provisions of the PBCL in respect of corporate mergers. These provisions,...more

Splitting Fees? Get Client Consent ASAP

Common scenario: You do some work for a client and then pass off the client to another attorney, agreeing to split the attorney fees. Later you want to get your share of the fees. The Rules of Professional Conduct require...more

Ninth Circuit: Spousal Consent Not Required Under Top-Hat Plans

The Ninth Circuit held that a participant’s brother, rather than his spouse, was the proper beneficiary of benefits under a profit sharing plan. In so holding, the Court found that: (a) the participant’s first wife, who was...more

Clear Thinking: The State Board of Education’s Concussion Education Plan and Guidelines for Connecticut Schools

With each new year, it seems as if Connecticut legislators collectively agree to the same resolution – create new legal obligations for local and regional school boards. This year is no different. Although passed in early...more

Avoiding Common Pitfalls in Preferred Stock Transactions

Preferred stock issuances by Delaware corporations are often effected through a board’s “blank check” power contained in a company’s certificate of incorporation and permitted by Section 151(a) of the Delaware General...more

2014 Changes to Delaware Corporate Law

Earlier this month, several significant amendments to the Delaware General Corporation Law (the DGCL) were approved. These amendments are substantially the same as the amendments originally proposed in April 2014 and will...more

Flaa v. Montano, C.A. No. 9146-VCG (Del. Ch. May 29, 2014) (Glasscock, V.C.)

In this post-trial decision in a proceeding pursuant to 8 Del. C. § 225, the Court of Chancery invalidated stockholder action by written consent on the ground that the proxy solicitation materials failed to disclose an...more

Delaware Court of Chancery Invalidates Consent Due to Inadequate Disclosures

The Delaware Court of Chancery recently invalidated a written consent of a Delaware pharmaceutical corporation due to inadequate disclosures to stockholders. ...more

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