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SEC Adopts Rule Changes To Promote Capital Investment And Harmonize Private Placement Framework

INTRODUCTION - On 2 November 2020, the U.S. Securities and Exchange Commission (SEC) adopted significant amendments to the exempt offering framework under the Securities Act of 1933, as amended (Securities Act), to harmonize,...more

Court of Chancery Sheds Light on the Appropriate Amount of Reserves for Corporations in Dissolution

In In re Swisher Hygiene, Inc., 2020 WL 3125415 (Del. Ch. June 12, 2020), the Delaware Court of Chancery granted Swisher Hygiene, Inc.’s (“Swisher”) Motion for Interim Distribution and rejected Honeycrest Holdings, Ltd.’s...more

Chancery Court Finds that Res Judicata Bars Plaintiff’S Demand for Information Rights under Merger Agreement

In the Memorandum Opinion, Fortis Advisors LLC v. Shire US Holdings, Inc., No. 2018-0933-JRS (Del. Ch. Feb. 13, 2020), the Court of Chancery granted Shire US Holdings, Inc.’s motion to dismiss under the doctrine of res...more

Washington’s New Provisions on Preemptive Rights, Cumulative Voting, and Shareholder Approval on a Sale of Assets

Governor Jay Inslee recently signed Senate Bill 5003 (“SB 5003”) into law, which amends the Washington Business Corporation Act (“WBCA”) to (1) change the default rule relating to preemptive rights; (2) change the default...more

Chancery Court Confirms Limited Scope of Authority of Expert-Not-Arbitrator Dispute Resolution Provisions

In Ray Beyond Corp. v. Trimaran Fund Management, L.L.C. and The Halifax Group, LLC, Memorandum Opinion, Civil Action No. 2018-0497-KSJM, the Court of Chancery denied a motion for judgment on the pleadings brought by Ray...more

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