The US Court of Appeals for the Second Circuit recently affirmed a District Court’s denial of a company’s request to “sterilize” the voting securities of stockholders who allegedly violated the disclosure requirements of...more
The Delaware Supreme Court on July 11 partially reversed the Delaware Court of Chancery decision in Kellner v. AIM ImmunoTech, which had held that certain advance notice bylaw provisions were “facially invalid,” holding...more
Stockholder plaintiffs’ law firms have recently filed several virtually identical complaints in the Delaware Court of Chancery challenging often used public company advance notice bylaws as facially invalid. Against this...more
In a case with implications for companies with controlling stockholders, the Delaware Supreme Court held that the MWF Doctrine applies to any transaction involving a controlling shareholder receiving a non-ratable benefit,...more
In the case of Carvana Co. Stockholders Litigation, the Delaware Court of Chancery followed the special litigation committee’s (SLC’s) recommendation and dismissed a stockholder complaint alleging that the company’s...more
In Kellner v. AIM ImmunoTech, the Delaware Court of Chancery held that certain advance notice bylaw provisions were invalid. While the decision engages in a fact-specific analysis of many aspects of AIM ImmunoTech’s advance...more
In the case of TripAdvisor Inc., the Delaware Court of Chancery held that the corporation’s decision to reincorporate in Nevada is subject to the entire fairness standard. The court found that, based on the facts pled,...more
The Delaware Supreme Court heard oral argument on December 13, 2023 in a case that will decide whether transactions involving controlling stockholders outside of the merger context may be subject to deferential business...more
In the wake of the US Supreme Court’s recent decision striking down affirmative action in higher education in Students for Fair Admissions v. Harvard University and Students for Fair Admissions v. University of North Carolina...more
Delaware legislature is considering proposed amendments to Section 242 of the Delaware General Corporation Law that would help address the challenges dual-share class companies have been facing in the wake of Garfield v....more
In Garfield v. Boxed Inc., the Delaware Court of Chancery held that a stockholder’s counsel was entitled to an $850,000 fee resulting from the benefit conferred upon the company by alerting its board of directors that an...more
The Delaware Supreme Court held on March 18 in Salzberg, et al. v. Sciabacucchi that the exclusive federal-forum provisions in certificates of incorporation for three Delaware corporations were not facially invalid....more
In a case of first impression, the Delaware Court of Chancery has held that the entire fairness standard of review applies to compensation decisions made with respect to controlled companies, absent implementation of...more
Companies are facing a growing number of derivative and securities class actions in the wake of the #MeToo movement. Having strong protocols to address allegations of harassment and sexual misconduct, thoroughly and promptly...more
Thrivent wins injunction on anti-arbitration clause.
Update on the Fiduciary Rule Delay -
On November 1, the White House Office of Management and Budget (OMB) received a much-anticipated notice from the US Department of...more