The last three months have seen a jump in shareholder lawsuits challenging “advance notice” provisions in company bylaws. Advance notice provisions are ubiquitous among Delaware public companies....more
In Kellner v. AIM Immunotech Inc., et al., Vice Chancellor Will of the Delaware Court of Chancery upheld the company’s rejection of an advance notice of nomination finding that the Board acted reasonably and equitably in...more
Chicago recently passed its sweeping Paid Leave and Paid Sick and Safe Leave Ordinance, which goes into effect on December 31, 2023 – and our clients have had many questions! Here are answers to the most frequently asked...more
Davies’ Shareholder Activism and Proxy Contests in Canada guide draws on our market-leading expertise to offer our insights on the principal legal and practical considerations for both activists and target companies, as well...more
With the remote work model becoming increasingly prevalent and technology continuing to reshape the way people work, certain employment laws struggle to keep up with the evolving realities of the modern workforce....more
On April 26, 2023, Senator Elizabeth Warren and Congresswoman Pramila Jayapal sent a letter to USPTO Director Kathi Vidal complaining about the USPTO’s failure “to address the pharmaceutical industry’s abuse of the patent...more
Despite the joint statement by the Treasury Department, the Federal Reserve and the FDIC, many of our clients continue to ask about state law restrictions related to postponing payroll for employees...more
In January 2020, Alex M. Azar, II, then secretary of the U.S. Department of Health and Human Services (HHS), signed a nationwide declaration of a Public Health Emergency (PHE) that would largely shape the response of public...more
In Antchipalovskaia v. Guestlogix Inc., 2022 ONCA 454, the employer appealed a decision that the employee was entitled to 12 months’ notice for her dismissal without cause, which was based in part on a finding that she was...more
Like US constitutional law, Delaware courts apply a tiered standard of judicial review to actions taken by the board of directors of corporations...more
In Rosenbaum v. CytoDyn Inc., C.A. No. 2021-0728-JRS (Del. Ch. Oct. 13, 2021), the Delaware Court of Chancery declined to apply the Blasius enhanced scrutiny standard to an incumbent board’s rejection of shareholders’...more
Rosenbaum v. CytoDyn Inc., 2021 WL 4775410 (Del. Ch. Oct. 13, 2021) - The Delaware Court of Chancery recently upheld incumbents’ decision not to include insurgent director nominees on the ballot due to their failure to...more
The NRC published a notice of a petition for rulemaking from the Tribal Radioactive Materials Transportation Committee (TRMTC) in the Federal Register on April 9 asking the NRC to revise 10 CFR Part 37 to require that...more
Over the last year, we have seen volatility in the healthcare industry overall, and Medicare Advantage (“MA”) and Medicare Part D plans (together, “Plans”) have not been immune. Particularly because of their risk adjustment...more
Proxy advisory firms ISS and Glass Lewis have issued their annual updated proxy voting guidelines for the upcoming 2021 proxy season. Glass Lewis’s new guidelines apply to shareholder meetings on or after January 1, 2021,...more
Institutional Shareholder Services (“ISS”) published its proxy voting guidelines updates for 2021 (“Policy Updates”) on November 12, 2020. The changes that are likely to be of most interest to companies include new and...more
Blackrock Credit Allocation Income Tr., et al. v. Saba Capital Master Fund, Ltd., No. 297, 2019 (Del. Jan. 13, 2020). The Delaware Supreme Court reversed the Court of Chancery’s decision requiring two closed-end trusts...more
The New York City Council has proposed additional legislation that would have a major impact on businesses falling within the broad definition of “fast food establishments” and has scheduled a hearing on the bills for...more
In a previous blog post, we discussed the Delaware Chancery Court’s decision in Saba Capital Master Fund, Ltd. v. Blackrock Credit Allocation Income Trust and its relevance to the interpretation of advance notice bylaw...more
On January 21, 2020, New Jersey Governor Murphy enacted major revisions to the New Jersey Millville Dallas Airmotive Plant Job Loss Notification Act, commonly referred to as the New Jersey WARN Act (“NJ WARN Act”), that make...more
On January 13, 2020, in an opinion authored by Justice Karen L. Valihura, the Supreme Court of Delaware held that defendants—two investment trusts—were permitted to disqualify the board nominees of a plaintiff shareholder for...more
On January 13, 2020, the Delaware Supreme Court issued an opinion addressing deadlines and supplemental information requirements under advance notice bylaws. In the opinion, BlackRock Credit Allocation Income Trust v. Saba...more
As readers of this blog know, corporate executives (and regular employees) are often subject to non-competes in their employment agreements, as well as other provisions designed to ensure that if they leave their job, they...more
On Friday, November 29, 2019, the Philadelphia Mayor’s Office of Labor postponed the effective date of the Philadelphia Fair Workweek Employment Standards Ordinance from January 1, 2020 to April 1, 2020. The Ordinance imposes...more
I am really tired of employees who quit and give the requested notice but aren’t here because they take PTO. Then everyone has to scramble. Can I deny PTO?...more