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
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
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 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