News & Analysis as of

Corporate Governance

Morris James LLP

Court of Chancery Holds Supermajority Vote Not Required for Nevada Reincorporation

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Gunderson v. The Trade Desk Inc., C.A. No. 2024-1029-PAF (Del. Ch. Nov. 6, 2024) - The board of a Delaware corporation recommended that the corporation reincorporate as a Nevada corporation subject to a majority vote...more

Morris James LLP

Chancery Dismisses Executive Compensation Action For Failure To Plead Demand Futility

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Eckert v. Hightower, C.A. No. 2024-0569-MTZ (Del. Ch. Mar. 24, 2025) - A board of directors approved compensation packages for the company’s CEO, who also was its controlling stockholder. The CEO was a member of the...more

Paul Hastings LLP

Public Company Watch: Q1 2025

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The Q1 2025 edition of the Public Company Watch highlights critical updates and regulatory changes affecting public companies. Staying informed on these topics is crucial for effective compliance and strategic planning....more

Morris James LLP

Court of Chancery Applies the American Rule and Denies Attorneys’ Fees Despite Fiduciary Breach

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In re Straight Path Commc’ns Inc. Consol. S’holder Litig., C.A. No. 2017-0486-SG (Del. Ch. Oct. 29, 2024) - The Court of Chancery in this stockholder class action refused to award attorneys’ fees where the Court found the...more

Latham & Watkins LLP

New SEC Chairman Paul Atkins Previews Regulatory Approach and Priorities

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On April 21, Paul Atkins was sworn in as Chairman of the SEC. He returns to the SEC from the private sector. Chairman Atkins is a securities lawyer who previously served on the SEC staff and as an SEC Commissioner from...more

Fenwick & West LLP

SEC Outlines Disclosure Expectations for Offerings and Registrations of Securities in Crypto Asset Markets

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On April 10, 2025, the SEC’s Division of Corporation Finance (the Division) released a statement providing its views on disclosure requirements for Offerings and Registrations of Securities in the Crypto Asset Markets....more

Conyers

Regulatory & Risk Advisory Review: Cayman Islands – January to March 2025

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Welcome to the first 2025 edition of our Regulatory & Risk Advisory Review. In this instalment, we provide a comprehensive overview of the latest regulatory developments to ensure you have the most up-to-date insights into...more

Ankura

Generative AI Risks: Legal and Compliance Insights - Part 2

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The Bottomline: Five Practical Steps for Generative AI Risk Management - As the first line of defense, employees within business operations must own and manage risks related to the business, including risks resulting from...more

Baker Donelson

Delaware Revises Corporate Law to Strengthen Deals and Limit Stockholder Rights

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Delaware lawmakers recently enacted Senate Bill 21, a sweeping reform that significantly amends several sections of the Delaware General Corporation Law (DGCL). The law introduces significant revisions aimed at increasing...more

McDermott Will & Emery

Privacy Framework 1.1 Gets a Tune-Up in NIST’s Latest Draft Update

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On April 14, 2025, the National Institute of Standards and Technology (NIST) released a draft update to the NIST Privacy Framework 1.1. The updates are meant to enhance organizations’ data governance and risk management and...more

Blake, Cassels & Graydon LLP

Projet de loi n° 92 : Le Québec franchit une étape de plus dans la modernisation de l’encadrement de son secteur financier

Le 8 avril 2025, le ministre des Finances du Québec, Eric Girard, a déposé à l’Assemblée nationale le projet de loi n° 92, Loi modifiant diverses dispositions principalement dans le secteur financier (le « projet de loi »). ...more

Woodruff Sawyer

D&O Insurance for Foreign IPOs: A 2025 Step-by-Step Guide

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Private to Public Timeline - Click/tap an area of the timeline to learn more about the D&O insurance process for companies going public. While the timeline below is specific to IPO companies, the milestones are relevant to...more

Thomas Fox - Compliance Evangelist

FCPA Compliance Report: Amanda Carty on a Due Diligence and Risk Management

In this episode of the Diligent Compliance Week 2025 Speaker Preview Podcasts series, Amanda Carty discusses her presentation at Compliance Week 2025, “Going Beyond Due Diligence in Risk Management.” Some of the issues she...more

Davies Ward Phillips & Vineberg LLP

Governance Insights: Dual Fiduciaries – A Cautionary Tale for Nominee Directors

The latest edition of Davies’ Governance Insights is now available. In this issue, we review the Manti Holdings decision from Delaware. For boards, nominees and nominating shareholders, the decision is a reminder of the...more

Levenfeld Pearlstein, LLC

Independent Sponsor Update: Key Takeaways from Q1

The year is off to a busy start for us: In addition to deal work and portfolio company matters, our team attended conferences and met with various capital providers, independent sponsors, placement agents, and service...more

IR Global

Preparing Your Business for a Successful Exit

IR Global on

When I founded EmergeCounsel over a decade ago, my vision wasn’t just to create a law firm, it was to help entrepreneurs, like myself, build businesses that are not only sustainable but also primed for a future exit, should...more

Allen Matkins

If You Agree That Stock Issuance Was Not "Compensation, Salary, Or Income", You May Want To Think Carefully Before Issuing A Form...

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Ten years ago, Hovik Nazaryan sued Femtometrix, Inc. claiming that the company had issued shares to him than it had promised.  The parties settled the lawsuit.  The settlement agreement provided that the stock issued to Mr....more

Stradling Yocca Carlson & Rauth

The SEC’s Enforcement Program Under President Trump’s Second Administration: What Can We Expect

Al Tierney, a partner in Stradling’s SEC enforcement practice, recently authored the article, “The SEC’s Enforcement Program Under President Trump’s Second Administration: What Can We Expect” for the OC Lawyer. With Paul...more

International Lawyers Network

Establishing a Business Entity in Liechtenstein (Updated)

The Principality of Liechtenstein lies at the centre of Europe, nestled between Switzerland and Austria, next to the river Rhine. The form of government is a constitutional monarchy established on democratic parliamentary...more

Thomas Fox - Compliance Evangelist

FCPA Compliance Report: Kristy Grant-Hart on A 360° Review of the Future of Compliance

In this episode of the Diligent Compliance Week 2025 Speaker Preview Podcasts series, Kristy Grant-Hart discusses some of her panel at Compliance Week 2025, “A 360° Review of the Future of Compliance”. Some of the issues...more

Thomas Fox - Compliance Evangelist

Great Women in Compliance: Creating Space to Speak Up: The Story Behind Psst.org

In this episode, Hemma and Ellen visit Jennifer Gibson and Rebecca Petras, two of Psst.org’s three co-founders, to discuss Creating Space to Speak Up and the organization’s story. Together, they discuss revolutionizing...more

Goodwin

What’s Happening at the SEC?

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Hello, this is Dave Lynn, and I’m a partner in Goodwin’s Capital Markets practice and chair of the firm’s Public Company Advisory practice. This is New Directions, a series of discussions about the impact and trajectory of...more

Latham & Watkins LLP

New German Government Takes Office: Key Developments in ESG and Supply Chain Laws

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Following the German federal election in February 2025, the new coalition consisting of CDU/CSU and SPD (the Coalition) has reached a coalition agreement, unveiled on April 9, 2025....more

White & Case LLP

FTSE 350: Snapshot of AGM Key Trends - April 2025 Update

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We have gathered and examined data from AGM Notices published by FTSE 350 companies until April 2025. We have set out the approach companies have taken on a number of key aspects of their meetings, including the venues of...more

Conyers

Regulatory Update: Cayman Islands VASP Licensing Regime Now in Effect

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The Cayman Islands Government has taken a significant step in the regulation of virtual asset service providers (VASPs) with the commencement of the licensing regime under the Virtual Asset (Service Providers) Act (as...more

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