On March 25, 2025, Delaware enacted amendments to the Delaware General Corporation Law ("DGCL") that provide much-needed clarity, promote predictability for the benefit of stockholders and fiduciaries alike, and appropriately...more
3/27/2025
/ Amended Legislation ,
Board of Directors ,
Business Litigation ,
Corporate Governance ,
Delaware ,
Delaware General Corporation Law ,
Doing Business ,
Fiduciary Duty ,
Jurisdiction ,
New Legislation ,
Regulatory Reform ,
Risk Management ,
Shareholders
Controlled companies and their directors appealed the denial of their motions to dismiss claims by stockholder-plaintiffs challenging the conversions of the companies from Delaware to Nevada corporations....more
The Situation: Boards of directors face increasingly intense workloads, pressure to respond to developments in real time, and exposure to a higher level of legal risk than ever before....more
After a record-breaking 2021, deal activity in 2022 dropped by 37%, its largest year-over-year decline since 2001. Facing all the 2022 headwinds, including a difficult and uncertain financing market, the Ukraine war,...more
The enduring COVID-19 pandemic continued to impact corporate governance practices and trends in 2021, while other notable developments, including a surge in shareholder proposals, changes to the proxy rules, and increased...more
2/4/2022
/ Climate Change ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Environmental Social & Governance (ESG) ,
Infectious Diseases ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Risk Management ,
Securities Regulation ,
Shareholder Meetings ,
Shareholder Proposals ,
Shareholders
The focus on ESG across the business spectrum ramped up over the course of 2021, surpassing several milestones along the way and resulting in a surge of regulatory changes and new initiatives by the end of the year....more
2/2/2022
/ Business Strategies ,
Capital Investments ,
Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
EU ,
Financial Institutions ,
Green Bonds ,
Initial Public Offering (IPO) ,
Sustainability
TRANSACTIONAL PERSPECTIVES ON 2022 -
What are the trends, risks, and opportunities in 2022?
As dealmakers recover from a record-breaking 2021, we expect another busy year in 2022. While risks in the financing market,...more
1/31/2022
/ Acquisition Agreements ,
Capital Markets ,
Climate Change ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Corporate Sales Transactions ,
Environmental Social & Governance (ESG) ,
Financing ,
Foreign Investment ,
Infectious Diseases ,
Initial Public Offering (IPO) ,
Merger Agreements ,
Private Equity ,
Special Purpose Acquisition Companies (SPACs) ,
Venture Capital
The Situation: In response in part to the COVID-19 pandemic, the Delaware legislature amended the Delaware General Corporation Law to address emergency bylaws and related powers exercised by a corporation's board of...more
8/17/2020
/ Board of Directors ,
Bylaws ,
Coronavirus/COVID-19 ,
Corporate Counsel ,
Corporate Governance ,
Delaware General Corporation Law ,
Directors ,
Emergency Management Plans ,
Emergency Powers ,
Indemnification ,
New Amendments ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings