Effective August 1, 2024, Delaware adopted a set of amendments to the Delaware General Corporation Law (the "DGCL") intended to address, among other things, the Delaware Chancery Court's 2023 decision in Crispo v. Musk. In...more
Summary -
On March 28, 2024 the Council of the Corporation Law Section of the Delaware State Bar Association released a set of proposed amendments to the Delaware General Corporation Law (the "DGCL"). The proposed...more
4/16/2024
/ Beneficial Owner ,
Board of Directors ,
Breach of Contract ,
Damages ,
Delaware ,
General Assembly ,
Mergers ,
Proposed Amendments ,
Proposed Legislation ,
Shareholders ,
Third-Party
As the 2023 proxy season winds down for calendar year companies, it is a good time to consider possible bylaw and charter amendments to address recent developments with respect to universal proxy, shareholder activism and...more
Following a brief decline during the pandemic, shareholder activism in the US rebounded to pre-pandemic levels in 2022 despite—or perhaps because of—volatile markets, depressed share prices and macro-economic uncertainty....more
On December 6, 2022, the Division of Corporation Finance ("Corp Fin") of the Securities and Exchange Commission ("SEC") issued three new compliance and disclosure interpretations ("C&DIs") related to new Rule 14a-19, the...more
The Act's supporters say it would shift voting power from large investment advisers to individual investors, but the reality could be far more complex -
The INDEX Act arrives at a moment of increasing resistance to ESG...more
11/4/2022
/ Beneficial Owner ,
Climate Change ,
Disclosure Requirements ,
Dodd-Frank ,
Environmental Social & Governance (ESG) ,
Fund Managers ,
Institutional Investors ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Investment Company Act of 1940 ,
Investors ,
Oil & Gas ,
Proposed Legislation ,
Retirement Plan ,
Safe Harbors ,
Shareholders
MultiPlan: Chancery court assesses fiduciary duties in the context of de-SPAC transactions -
The Delaware Court of Chancery declined to dismiss, at the pleading stage, breach of fiduciary duty claims made against a SPAC's...more
9/13/2022
/ Acquisitions ,
Board of Directors ,
Breach of Duty ,
Class Action ,
Controlling Stockholders ,
Corporate Counsel ,
DE Supreme Court ,
Delaware ,
Fiduciary Duty ,
Financial Adviser ,
Healthcare ,
Shareholders ,
Special Purpose Acquisition Companies (SPACs)