Dual-class stock has become the target of heightened attention, particularly in light of Snap’s recent IPO. While the structure remains popular for companies trying to respond to the short-term outlook of public...more
In today’s capital markets, the principle of “one share, one vote” is increasingly under scrutiny. The rise of high-vote and no-vote stock has created a popular alternative for companies at the initial public offering...more
On November 30, 2015, the Delaware Supreme Court issued its long-anticipated opinion in the stockholder litigation over the sale of Rural/Metro Corporation (Rural). In a unanimous opinion, the court affirmed the Delaware...more
Delaware corporations should be aware of the latest trend in strike suits being pursued by stockholder plaintiff law firms. Such lawsuits are increasingly being filed to challenge so-called "dead hand proxy put" provisions in...more
6/10/2015
The Delaware Corporation Law Council—composed of members of the Delaware bar charged with proposing annual amendments to the Delaware General Corporation Law (DGCL)—has proposed several potentially significant amendments to...more
On December 19, 2014, the Delaware Supreme Court, in C&J Energy Services, Inc. v. City of Miami General Employees' & Sanitation Employees' Retirement Trust, issued a strongly worded decision refusing to enjoin a change of...more
The Comptroller of the City of New York, who oversees pension funds with a combined $160 billion in assets, recently submitted proxy access shareholder proposals at 75 U.S. public companies as part of its Boardroom...more
On September 4, 2014, the Delaware Court of Chancery issued two lengthy post-trial opinions, both authored by Vice Chancellor John W. Noble, finding that recapitalization or restructuring transactions did not satisfy the...more
On September 8, 2014, Chancellor Andre G. Bouchard issued a notable decision in City of Providence v. First Citizens BancShares, Inc., upholding—as a matter of facial validity and on an "as-applied" basis at the motion to...more
A topic of considerable controversy within the corporate community over the past two months has been the possibility of adopting a "fee-shifting" provision in the bylaws of Delaware corporations. Depending on how it is...more
On May 8, 2014, the Delaware Supreme Court provided an en banc answer to a certified question of law from the U.S. District Court for the District of Delaware captioned ATP Tour, Inc. v. Deutscher Tennis Bund, concluding that...more
On May 2, 2014, Vice Chancellor Donald Parsons of the Delaware Court of Chancery issued a significant decision in the litigation brought by Daniel Loeb's hedge fund, Third Point LLC, challenging Sotheby's stockholder rights...more
In Kahn v. M&F Worldwide Corp, the Delaware Supreme Court unanimously affirmed the Court of Chancery's 2013 decision that a going-private merger with a controlling stockholder may be subject to the deferential business...more
In a much-anticipated, 91-page post-trial opinion issued on March 7, 2014, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery held in In re Rural Metro Corporation Stockholders Litigation that the lead...more
On February 3, 2014, Vice Chancellor John Noble of the Delaware Court of Chancery granted summary judgment in favor of defendants, dismissing a class action lawsuit arising out the acquisition of Answers Corporation (Answers)...more
Numerous commentators and academics have written about the growth of M&A litigation over the last several years. Less noticed, but perhaps more significant, has been the growing tendency of institutional and other large...more
On August 16, 2013, the Delaware Court of Chancery issued a much-anticipated post-trial decision in In Re Trados Incorporated Shareholder Litigation, holding that the sale of Trados to SDL was entirely fair to the Trados...more
On August 12, 2013, the U.S. Court of Appeals for the Fifth Circuit affirmed the dismissal of a lawsuit contending that alleged controlling stockholders of Ascension Orthopedics, Inc. had expropriated voting and economic...more
Yesterday, the Delaware Court of Chancery issued a highly anticipated decision upholding the validity of forum selection bylaws adopted by the directors of Chevron Corporation and FedEx Corporation that designate Delaware...more