Delaware Supreme Court holds business judgment rule applies to decision to reincorporate a company out of Delaware made on a “clear day.”
For a non-ratable benefit to give rise to a conflict and trigger entire fairness,...more
2/19/2025
/ Board of Directors ,
Business Entities ,
Conflicts of Interest ,
Corporate Governance ,
D&O Insurance ,
DE Supreme Court ,
Delaware ,
Entire Fairness Standard ,
Fiduciary Duty ,
Liability ,
SCOTUS ,
Shareholders
Delaware Supreme Court reaffirms that “the test for actual control by a minority stockholder is not an easy one to satisfy.” Supreme Court makes clear that control by a minority stockholder is “not presumed.” Supreme Court’s...more
By a 9-8 majority, the Fifth Circuit Court of Appeals struck down the rule proposed by Nasdaq and approved by the SEC requiring most Nasdaq-listed companies to either maintain at least two diverse directors on the board or...more
Court of Chancery rejects claim that certificate of incorporation of a Delaware corporation requires supermajority vote for conversion to a Nevada corporation.
Court holds that certificate provision requiring...more
The Delaware Court of Chancery issued an order in Palkon v. Maffei on February 20, 2024, holding that a decision by the boards of directors and the controller of TripAdvisor, Inc. (“TripAdvisor”) and Liberty TripAdvisor...more
5/14/2024
/ Appeals ,
Board of Directors ,
Commercial Litigation ,
Controlling Stockholders ,
Corporate Governance ,
DE Supreme Court ,
Delaware General Corporation Law ,
Incorporation ,
Interlocutory Orders ,
Motion to Dismiss ,
Shareholder Litigation
The Delaware Court of Chancery issued a post-trial opinion, on January 30, 2024, in Tornetta v. Musk, holding that Tesla’s board of directors (the “Board”) breached its fiduciary duties in awarding CEO Elon Musk (with the...more
2/22/2024
/ Appeals ,
Board of Directors ,
Breach of Duty ,
Business Litigation ,
Commercial Litigation ,
Controlling Stockholders ,
Delaware General Corporation Law ,
Elon Musk ,
Equity Compensation ,
Fiduciary Duty ,
Rescission ,
Shareholder Votes ,
Shareholders ,
Tesla
Proof that an inspection demand is improperly “lawyer-driven” will overcome a stockholder’s pretextual claim for investigating wrongdoing.
A stockholder does not have a proper purpose for investigating an “ordinary...more
7/7/2023
/ Board of Directors ,
Books & Records ,
Breach of Duty ,
Corporate Misconduct ,
Delaware ,
Disney ,
Environmental Social & Governance (ESG) ,
Fiduciary Duty ,
Florida ,
Inspections ,
LGBTQ ,
Shareholders
Nasdaq, Inc. recently requested comments regarding possible updates to its “20% voting rule.” That rule, adopted in 1990, requires Nasdaq listed companies to obtain shareholder approval when issuing 20% or more of its stock...more
7/17/2017
/ Board of Directors ,
Independent Directors ,
Listing Rules ,
Nasdaq ,
Notice and Comment ,
Private Offerings ,
Private Placements ,
Proposed Amendments ,
Public Comment ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholder Approval ,
Voting Requirements
The strong U.S. initial public offering (IPO) market, coupled with favorable regulatory changes and market acceptance of innovative transaction structures, has increased the attractiveness of the IPO as an exit alternative to...more
5/28/2015
/ Board of Directors ,
C-Corporation ,
Capital Formation ,
Corporate Financing ,
Corporate Structures ,
Exit Strategies ,
Financial Sponsors ,
Initial Public Offering (IPO) ,
JOBS Act ,
Nasdaq ,
Private Equity ,
Public Offerings ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC)