Oderah Nwaeze on Board of Directors

Advance Notice Bylaws and Proxy Contests: A Balancing Act

What Exactly Are Advance Notice Bylaws? Delaware General Corporation Law (DGCL) Section 211(d) provides the statutory framework for advance notice bylaws. Advance notice bylaws are an optional set of bylaw provisions...more

10/22/2024 / Board of Directors , Bylaws , Corporate Governance , Proxy Contests , Shareholders

Ratification of Defective Corporate Acts: An Overview

What Steps Does a Board Need to Take to Ratify a Defective Corporate Act? 1. Draft a Resolution. For each act that needs ratification, the resolution must include: (a) the defective act, (b) the date the act...more

9/4/2024 / Board of Directors , Defective Corporate Acts , Delaware General Corporation Law , Ratification , Shareholders

Annual Stockholder Meetings – Some Basics

At a Glance - This guide outlines some of the basics about preparing for and conducting an annual stockholder meeting of a Delaware corporation....more

7/25/2024 / Board of Directors , Corporate Governance , Publicly-Traded Companies , Shareholder Meetings , Shareholders

Closing the Circle: A Stockholder That Nominates a Board Member Is Not Within the Company’s Circle of Confidentiality or Entitled...

Icahn Partners, LP, et al. v. Francis deSouza, et al. and Illumina, Inc., C.A. No. 2023-1045-PAF, order (Del. Ch. Feb. 19, 2024) - Under Delaware law, corporate directors, who bear responsibility for managing the company...more

3/19/2024 / Board of Directors , Breach of Duty , Corporate Governance , Fiduciary Duty , Shareholder Litigation , Shareholders

Delaware Chancery MFW Framework Does Not Require Best Deal

As Kahn v. M&F Worldwide Corp. (MFW) establishes, the Business Judgment Rule must be applied to a transaction involving a controlling shareholder, if the deal is conditioned upon the approval of: (1) an independent special...more

1/26/2023 / Board of Directors , Breach of Duty , Business Judgment Rule , Duty of Care , Fiduciary Duty , Mergers , Shareholders

The Corporate Guide: Directors Obligations During a Change in Control Under Revlon

Revlon Duties Generally Described - The sale of a company or other change of control situations give rise to Revlon duties, requiring a company’s board to take reasonable steps to obtain the best price available for the...more

4/4/2022 / Board of Directors , Change of Control , Conflicts of Interest , Shareholders

The Corporate Guide: Rule 23.1 and Dealing With Stockholders Demanding Derivative Action

What should our board do first when served with a stockholder demand under Rule 23.1? • Directors must determine the legal, financial and factual issues relevant to the board’s response. ...more

3/21/2022 / Board of Directors , Derivative Suit , Duty of Loyalty , Shareholder Litigation , Shareholders

The Corporate Guide: You’re a Corporate Director. What’s Next?

What duties apply to directors? In managing and controlling a company’s business and affairs, directors and officers of a Delaware corporation owe the simultaneous fiduciary obligations of acting with due care and loyalty...more

3/7/2022 / Board of Directors , Breach of Duty , Corporate Governance , Fiduciary Duty , Shareholders

The Corporate Guide: Keeping Board Actions Conflict-Free

Why is director independence important? A court’s conclusion of whether the majority of a company’s board is independent could affect...more

2/28/2022 / Board of Directors , Fiduciary Duty , Independent Directors , Shareholder Litigation

The Corporate Guide: Basics to Yearly Stock Holder Meetings

Does my company need to have a Stockholder meeting every year? • According to Section 211 of the Delaware General Corporation Law (DGCL), a stockholder meeting should be held annually to elect directors and to transact...more

1/14/2022 / Annual Meeting , Board of Directors , Delaware General Corporation Law , Stockholders' Meetings

An Entirely Fair Transaction Might Still Be Inequitable or Unjustified, and Must be Reviewed on That Basis

A common maxim under Delaware law is that “inequitable action does not become permissible simply because it is legally possible.” Schnell v. Christ-Craft Indus., Inc., 285 A.2d 437, 439 (Del. 1971). Consistent with that,...more

7/26/2021 / Board of Directors , Breach of Duty , Fiduciary Duty , Shareholders

Oderah Nwaeze

Faegre Drinker Biddle & Reath LLP

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