The decision confirms that Texas corporations can limit shareholder derivative claims to those holding more than 3% of their stock.
...more
4/1/2026
/ Board of Directors ,
Breach of Duty ,
Bylaws ,
Constitutional Challenges ,
Corporate Governance ,
Derivative Suit ,
Domicile ,
Fiduciary Duty ,
New Legislation ,
Ownership Interest ,
Shareholder Litigation ,
Southwest Airlines ,
Statutory Interpretation ,
Texas
A minority stockholder asserted that certain corporate statutory amendments enacted as part of SB 21 are unconstitutional, arguing that they impermissibly divest the Court of Chancery of its equitable jurisdiction and that...more
A stockholder sought a judgment declaring that certain provisions of a stockholders agreement were facially invalid and unenforceable under 8 Del. C. § 141(a). The Court of Chancery found that the plaintiff's claims were...more
The U.S. Securities and Exchange Commission ("SEC") will accept comments suggesting specific reforms to Regulation S-K's disclosure requirements until April 13, 2026.
On January 13, 2026, SEC Chairman Paul Atkins announced...more
1/16/2026
/ Comment Period ,
Disclosure Requirements ,
Proposed Rules ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Agenda ,
Regulatory Reform ,
Reporting Requirements ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The U.S. government has issued final regulations significantly limiting the situations where a corporation will be liable for the 1% corporate stock buyback tax applicable to public companies.
The Situation: Taxpayers...more
12/1/2025
/ Corporate Taxes ,
Excise Tax ,
Final Rules ,
Internal Revenue Code (IRC) ,
IRS ,
New Regulations ,
Publicly-Traded Companies ,
Share Buybacks ,
Stock Repurchases ,
Take-Private Transactions ,
Tax Legislation ,
Tax Refunds ,
Tax Returns ,
Taxation ,
Treasury Regulations ,
U.S. Treasury
Shareholder engagement has become a continuous, proactive process, requiring active participation from both investors and companies. This year, companies and investors have changed both their expectations and practices...more
This White Paper examines how recent commentary from U.S. Securities and Exchange Commission Chairman Paul Atkins signals a greater role for state law in defining shareholders’ ability to place proposals on company proxy...more
In January 2025, the Northern District of Texas ruled that ESG factors influenced investment decisions by 401(k) plan fiduciaries in violation of the Employee Retirement Income Security Act ("ERISA"), despite those decisions...more
10/14/2025
/ 401k ,
Benefit Plan Sponsors ,
Employee Benefits ,
Employee Retirement Income Security Act (ERISA) ,
Environmental Social & Governance (ESG) ,
Fiduciary ,
Fiduciary Duty ,
Investment ,
Investment Management ,
Proxy Advisors ,
Proxy Voting ,
Retirement Plan
The U.S. government has withdrawn a set of controversial proposed regulations issued near the end of the prior administration, which would have imposed significant new substantive and procedural requirements on taxpayers...more
The SEC's Division of Corporate Finance has granted ExxonMobil's no-action request to enable automatic voting for its retail investors....more
9/18/2025
/ Corporate Governance ,
Division of Corporate Finance ,
Equity Compensation ,
Exxon Mobil ,
No-Action Requests ,
Proxy Season ,
Proxy Statements ,
Proxy Voting ,
Retail Investors ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Transfer Agents
Banking agencies and the DOJ have signaled an openness to bank M&A where the combined institutions will enhance competition, customer benefits, technological innovation, and enterprise risk management....more
7/31/2025
/ Acquisition Agreements ,
Antitrust Provisions ,
Banks ,
Department of Justice (DOJ) ,
Federal Reserve ,
Financial Institutions ,
Financial Regulatory Reform ,
Financial Services Industry ,
Merger Agreements ,
Merger Controls ,
Trump Administration
Public company boards are facing an unprecedented convergence of destabilizing forces, including geopolitical shocks, inflation, supply-chain disruptions, social unrest, and rapid technological change. At the same time,...more
7/8/2025
/ Board of Directors ,
Corporate Culture ,
Corporate Governance ,
Fiduciary Duty ,
Market Volatility ,
Risk Assessment ,
Risk Management ,
Shareholders ,
Stakeholder Engagement ,
Succession Planning ,
Transparency
The Texas Legislature recently has taken Texas-sized steps intended to make the state a more attractive place for companies to form, reincorporate, or relocate, further advancing Texas’s efforts to rival Delaware as a...more
7/8/2025
/ Attorney's Fees ,
Business Court ,
Business Entities ,
Business Formation ,
Corporate Governance ,
Delaware ,
Delaware General Corporation Law ,
Derivative Suit ,
Disclosure ,
Duty of Care ,
Incorporation ,
Jury Trial ,
Legislative Agendas ,
New Legislation ,
Regulatory Reform ,
Shareholder Rights ,
Shareholders ,
Stocks ,
Subject Matter Jurisdiction ,
Texas
On June 20, 2025, Texas Governor Greg Abbott signed Senate Bill 2337 ("SB 2337") to impose first-of-its-kind regulation and significant disclosure obligations on proxy advisors, such as ISS and Glass Lewis. SB 2337 aims to...more
6/26/2025
/ Business Advice ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Investment ,
New Legislation ,
Proxy Advisors ,
Regulatory Reform ,
Regulatory Requirements ,
Shareholder Proposals ,
Texas
On March 25, 2025, Delaware enacted amendments to the Delaware General Corporation Law ("DGCL") that provide much-needed clarity, promote predictability for the benefit of stockholders and fiduciaries alike, and appropriately...more
3/27/2025
/ Amended Legislation ,
Board of Directors ,
Business Litigation ,
Corporate Governance ,
Delaware ,
Delaware General Corporation Law ,
Doing Business ,
Fiduciary Duty ,
Jurisdiction ,
New Legislation ,
Regulatory Reform ,
Risk Management ,
Shareholders
Controlled companies and their directors appealed the denial of their motions to dismiss claims by stockholder-plaintiffs challenging the conversions of the companies from Delaware to Nevada corporations....more
These proposed regulations applicable to tax-free spin-offs would impose a range of new substantive requirements and greatly expand the information that must be reported to the Internal Revenue Service ("IRS") by taxpayers...more
1/24/2025
/ Corporate Taxes ,
Filing Requirements ,
Internal Revenue Code (IRC) ,
IRS ,
NPRM ,
Proposed Regulation ,
Reporting Requirements ,
Spinoffs ,
Tax Liability ,
Tax Planning ,
Tax Reform ,
Tax Returns ,
Tax-Free Spin-Offs
2024 was a significant year for merger enforcement worldwide. In the United States, the Biden administration continued the aggressive approach reflected in the revamped Merger Guidelines issued in December 2023. In Europe,...more
The Singapore International Commercial Court (the "SICC"), a division of the General Division of the High Court and part of the Supreme Court of Singapore, was established in 2015 as a trusted neutral forum to meet increasing...more
As the enactment of chapter 15 of the Bankruptcy Code approaches its 20-year anniversary, U.S. bankruptcy courts are still grappling with some unresolved issues concerning how its provisions should be applied to best...more
Reporting companies should take note of a recent clarification by the Financial Crimes Enforcement Network ("FinCEN") that the Beneficial Ownership Information ("BOI") Rule requires reporting companies that exist on or after...more
While the total number of filings declined in comparison to recent years, CFIUS's latest Annual Report to Congress highlights an uptick in penalties and an increased use of enforcement tools relating to national...more
On July 8, 2024, the U.S. Department of the Treasury ("Treasury") issued a proposed rule to expand the Committee on Foreign Investment in the United States' ("CFIUS") jurisdiction over certain categories of foreign investment...more
The U.S. District Court for the Southern District of New York dismissed the majority of claims that the Security and Exchange Commission ("SEC") asserted against SolarWinds, including claims that the company's alleged...more
The Situation: Boards of directors face increasingly intense workloads, pressure to respond to developments in real time, and exposure to a higher level of legal risk than ever before....more