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 electric vehicle company Canoo went public in a de-SPAC transaction in December 2020. After its stock price fell, a stockholder in the SPAC who chose not to redeem his stock sued the SPAC board and its controller for...more
6/20/2024
/ Breach of Duty ,
Business Litigation ,
Corporate Counsel ,
Entire Fairness Standard ,
Fiduciary Duty ,
Investment ,
Manufacturers ,
Merger Agreements ,
Motion to Dismiss ,
Shareholders ,
Special Purpose Acquisition Companies (SPACs) ,
Stock Prices
TripAdvisor and its controlling corporation, both publicly traded Delaware companies, announced plans to convert to Nevada corporations. Shareholders sued to enjoin the conversions, alleging that the boards of directors had...more
The Background: After unsuccessfully trying to convince the special committee not to implement a plan to liquidate a business line, which the controlling stockholder believed would destroy value, the controlling stockholder...more
In Short -
The Background: On October 10, 2023, the U.S. Securities and Exchange Commission (the "SEC") adopted amendments to the rules that govern beneficial ownership reporting for investors, marking the first update to...more
10/18/2023
/ Beneficial Owner ,
Business Ownership ,
Financial Markets ,
Internal Reporting ,
Investment Adviser ,
Investors ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation ,
Shareholders
In Short -
SPAC Deals: Special purpose acquisition companies ("SPACs") boomed in 2020 as a means of taking early-stage private companies public. Following enhanced scrutiny from the Securities and Exchange Commission and...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