Not to be outdone by Delaware and Texas, the Nevada Senate voted unanimously on May 21, 2025, to adopt Assembly Bill No. 239 (AB 239), which provides for significant amendments to the Nevada Revised Statutes (NRS) governing...more
5/29/2025
/ Acquisitions ,
Amended Legislation ,
Board of Directors ,
Constitutional Amendment ,
Controlling Stockholders ,
Corporate Governance ,
Corporations Code ,
Fiduciary Duty ,
Mergers ,
Proposed Amendments ,
Shareholders ,
State Constitutions ,
State of Incorporation
On March 25, 2025, Delaware Gov. Matt Meyer signed into law significant amendments to §§ 144 and 220 the Delaware General Corporation Law (DGCL)....more
On February 17, 2025, Senate Bill No. 21 was introduced in the Delaware State Senate to amend the Delaware General Corporation Law (DGCL)....more
2/24/2025
/ Acquisitions ,
Board of Directors ,
Business Entities ,
Complex Corporate Transactions ,
Controlling Stockholders ,
Corporate Governance ,
Delaware General Corporation Law ,
Directors ,
Fiduciary Duty ,
Interested Parties ,
Mergers ,
Proposed Amendments ,
Proposed Legislation ,
Safe Harbors ,
Shareholder Rights ,
Shareholders
Background on Moonshot Award Practices -
In the years leading up to the slowdown in the IPO markets in late 2021, it had become increasingly common for high-growth technology companies to grant large equity incentive...more
On November 17, 2021, the U.S. Securities and Exchange Commission adopted rules requiring the use of universal proxy cards in contested director elections as discussed in Release No. 34-93596 (the Adopting Release). Universal...more
11/30/2021
/ Board of Directors ,
Contested Elections ,
Controlling Stockholders ,
Corporate Governance ,
Disclosure ,
New Rules ,
Nominee Directors ,
Proxy Season ,
Proxy Voting ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Universal Proxy Cards
On September 23, 2021—in United Food and Commercial Workers v. Zuckerberg—the Delaware Supreme Court endorsed a new universal three-part demand futility test. The decision will likely have far-reaching consequences, including...more
9/28/2021
/ Appeals ,
Board of Directors ,
Controlling Stockholders ,
DE Supreme Court ,
Demand Futility ,
Derivative Suit ,
Duty of Care ,
Facebook ,
Mark Zuckerberg ,
Reclassification Rules ,
Securities Litigation ,
Shareholder Litigation
On September 20, 2021, the Delaware Supreme Court took the highly unusual step of overruling its prior decision in Gentile v. Rossette. An oft-criticized precedent from 2006, Gentile created an exception allowing minority...more
9/24/2021
/ Appeals ,
Carve Out Provisions ,
Controlling Stockholders ,
Corporate Counsel ,
DE Supreme Court ,
Derivative Tort Claims ,
Dilution ,
Fiduciary Duty ,
Mergers ,
Minority Shareholders ,
Shareholder Litigation