As discussed in Foley’s Corporate Governance Update last month, SB 21: Delaware Responds In The DExit Battle, the Delaware legislature has been moving quickly to ensure that Delaware remains the preeminent home of choice for...more
4/7/2025
/ Board of Directors ,
Books & Records ,
Business Litigation ,
Controlling Stockholders ,
Corporate Governance ,
Delaware ,
Delaware General Corporation Law ,
New Legislation ,
Regulatory Reform ,
Shareholder Litigation ,
Shareholder Rights
The annual DGCL amendments this year carry a little more urgency than before. SB21 was rushed through to the Delaware Senate in mid-February, bypassing the normal process that involves recommendation by the Council of the...more
3/7/2025
/ Acquisitions ,
Board of Directors ,
Business Entities ,
Business Litigation ,
Controlling Stockholders ,
Corporate Governance ,
Delaware ,
Fiduciary Duty ,
Mergers ,
New Amendments ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Shareholders
As the regulatory landscape continues to evolve, public company officers and directors must stay abreast of the enforcement priorities and expectations of the Securities and Exchange Commission (SEC). Over the past year, the...more
1/29/2025
/ Artificial Intelligence ,
Beneficial Owner ,
Board of Directors ,
Cease and Desist Orders ,
Compliance ,
Corporate Counsel ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Enforcement Actions ,
Insider Trading ,
Material Nonpublic Information ,
Penalties ,
Publicly-Traded Companies ,
Risk Management ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC)
The SEC’s settlement with James R. Craigie, former CEO, chairman, and director of Church & Dwight Co. Inc., for violating proxy disclosure rules by standing for election as an independent director without disclosing his close...more
1/2/2025
/ Anti-Fraud Provisions ,
Civil Monetary Penalty ,
Confidentiality Agreements ,
Corporate Counsel ,
D&O Insurance ,
Enforcement Actions ,
Investigations ,
NYSE ,
Popular ,
Securities and Exchange Commission (SEC) ,
Settlement
The modern semiconductor industry was born in the 1950s in the United States, and the United States remained the indisputable industry leader for the first few decades of its development. But over the last few decades, the...more
Delaware’s Legislature passed significant amendments to the Delaware General Corporation Law (the “DGCL”) in June, at the end of its legislative session. These amendments were signed into law by Governor John Carney on July...more
On April 12, 2024, the United States Supreme Court delivered an important decision on the issue of whether a failure to make disclosure required under Item 303 of Regulation S-K can support a Rule 10b-5 claim, even in the...more
4/24/2024
/ Item 303 ,
Macquarie Infrastructure Corp v Moab Partners LP ,
Misleading Statements ,
Omissions ,
Private Right of Action ,
Regulation S-K ,
Rule 10b-5 ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Violations
In navigating the complex world of private company mergers and acquisitions (M&A), understanding recent legal decisions is paramount. This white paper serves as a guide, distilling intricate court rulings into digestible...more
4/17/2024
/ Acquisitions ,
Bad Faith ,
Breach of Contract ,
Damages ,
Fiduciary Duty ,
Investors ,
Mergers ,
Motion for Summary Judgment ,
Motion to Dismiss ,
Stockholder Agreements ,
Twitter ,
Venture Funding
Insider trading is a concept that most people are generally familiar with. In its simplest form, it involves a corporate insider trading in securities of his or her corporation on the basis of material nonpublic information...more
In late February, the Chancery Court denied a motion to dismiss a stockholder lawsuit against the controlling stockholder and board of directors of TripAdvisor, Inc., seeking to enjoin a reincorporation of TripAdvisor into...more