Invoking the recent Delaware Supreme Court decision Kellner v. AIM ImmunoTech Inc., 320 A.3d 239 (Del. 2024) (“Kellner”), the Court of Chancery held that equitable challenges to the enforceability of advance notice bylaws are...more
We are often asked by clients to assist them in preparing for and holding their annual meetings of stockholders. A variety of materials provide guidance on the major components of an annual meeting, such as proxy statement...more
On March 21, the Treasury Department's Financial Crimes Enforcement Network (FinCEN) issued its "Interim final rule; request for comments" that removes any requirement for U.S. companies or U.S. persons to submit beneficial...more
Just when you thought the dust was settling, the U.S. Department of the Treasury (Treasury Department) issued a press release on Sunday, March 2, in connection with the rollout of the Corporate Transparency Act (CTA)....more
Another curveball has been thrown in the never-ending back-and-forth surrounding the rollout of the Corporate Transparency Act (CTA). As detailed in our prior client memo, a federal district court in Texas issued a nationwide...more
All eyes were focused on how the U.S. Supreme Court (SCOTUS) would respond to the application for stay filed by the federal government on New Year's Eve seeking a stay of the preliminary nationwide injunction issued by a...more
After a rollercoaster ride last week, the Corporate Transparency Act's (CTA) nationwide preliminary injunction remains in place for the immediate future, pending further review by the U.S. Court of Appeals for the Fifth...more
12/30/2024
/ Appeals ,
Beneficial Owner ,
Business Entities ,
Compliance ,
Corporate Transparency Act ,
Department of Justice (DOJ) ,
Filing Deadlines ,
Filing Requirements ,
FinCEN ,
Preliminary Injunctions ,
Regulatory Requirements ,
Reporting Requirements ,
Stays ,
Time Extensions
As detailed in our prior client memo regarding Texas Top Cop Shop, Inc. v. Garland, the federal district court in the Eastern District of Texas (Sherman Division) issued an order for a nationwide preliminary injunction...more
12/27/2024
/ Appeals ,
Beneficial Owner ,
Business Entities ,
Compliance ,
Corporate Transparency Act ,
Department of Justice (DOJ) ,
Filing Deadlines ,
Filing Requirements ,
FinCEN ,
Preliminary Injunctions ,
Regulatory Requirements ,
Reporting Requirements ,
Stays ,
Time Extensions
On December 3, 2024, the federal district court in the Eastern District of Texas issued an order (Order) for a nationwide preliminary injunction against enforcement of the Corporate Transparency Act (CTA) in Texas Top Cop...more
Over three years ago, Congress enacted the federal Corporate Transparency Act ("CTA"), which for the first time obligates business owners, among others, to file beneficial ownership information ("BOI") reports with the U.S....more
9/10/2024
/ Beneficial Owner ,
Compliance ,
Constitutional Challenges ,
Corporate Governance ,
Corporate Transparency Act ,
Filing Deadlines ,
Final Rules ,
FinCEN ,
Pending Litigation ,
Regulatory Requirements ,
Reporting Requirements
As scrutiny of public companies continues to increase, it is important for directors and officers to understand the full range of protections from personal liability available to them and for a company to be cognizant of its...more
In a much-anticipated decision, the Delaware Supreme Court echoed the Court of Chancery's pronouncement that advance notice bylaws adopted amid an approaching proxy contest are reviewed through the lens of enhanced judicial...more
As buyers and sellers engage in negotiations for the sale of a business, often there may be disagreements as to the value and expected growth of that business. One party might currently value the business higher than the...more
3/19/2024
/ Business Assets ,
Business Valuations ,
Buyers ,
Buying a Business ,
Capital Gains ,
Capital Gains Tax ,
Contract Terms ,
Earn-Outs ,
Income Taxes ,
IRS ,
Purchase Agreement ,
Sellers ,
Selling a Business ,
Tax Liability
We often assist clients with preparation for annual meetings of stockholders. A variety of materials provide guidance on the major components of an annual meeting, such as proxy statement disclosures and board approvals,...more
The Corporate Transparency Act (CTA), which became effective on January 1, 2024, was enacted to combat the use of shell companies by those seeking to evade anti-money laundering laws and economic sanctions. ...more
3/8/2024
/ Anti-Money Laundering ,
Beneficial Owner ,
Commerce Clause ,
Compliance ,
Constitutional Challenges ,
Corporate Transparency Act ,
Economic Sanctions ,
Fifth Amendment ,
Financial Crimes ,
FinCEN ,
First Amendment ,
Foreign Entities ,
Fourth Amendment ,
Injunctions ,
Reporting Requirements ,
Shell Corporations ,
Small Business
The Delaware Court of Chancery, in Palkon v. Maffei, et al., C.A. No. 2023-0449-JTL (Del. Ch. Feb. 20, 2024), determined that a reduction in the liability exposure of a fiduciary due to the conversion of a Delaware...more
2/26/2024
/ Board of Directors ,
Breach of Duty ,
Business Judgment Rule ,
Calculation of Damages ,
Controlling Stockholders ,
Conversion ,
Corporate Conversions ,
Corporate Governance ,
Delaware General Corporation Law ,
Entire Fairness Standard ,
Fiduciary Duty ,
General Corporation Law ,
Liability ,
Minority Shareholders ,
Self-Interest ,
Share Price ,
Shareholder Litigation ,
State of Incorporation ,
TripAdvisor
Hi In “a tale of wins and losses on both sides,” the Delaware Court of Chancery reiterated that advance notice bylaws adopted amid an approaching proxy contest are reviewed through the lens of enhanced judicial scrutiny to...more
1/5/2024
/ Board of Directors ,
Breach of Duty ,
Bylaws ,
Corporate Governance ,
Delaware General Corporation Law ,
Director Nominations ,
Fiduciary Duty ,
Guidance Update ,
Notice Requirements ,
Proposed Amendments ,
Publicly-Traded Companies ,
Shareholder Activism ,
Shareholders ,
Universal Proxy
The Delaware Court of Chancery has denied a preliminary, mandatory injunction motion to compel Ocean Power Technologies, Inc. ("Ocean Power") to permit one of its stockholders' nominees to stand for election at the next...more
As Maryland public companies begin preparing for their 2024 annual meetings, we recommend that each consider the voting results of its 2023 annual meeting of shareholders. Maintaining awareness of institutional investor and...more
On June 30, 2023, the Delaware House of Representatives adopted amendments to the Delaware General Corporation Law (DGCL) that, among other things, facilitate stock splits, the ratification of defective corporate acts, and...more
As boards of directors of public companies prepare for their 2023 annual meetings and, relatedly, consider the voting results from 2022 annual meetings, we are being asked for advice concerning (a) the duties of...more