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Interested Parties

Venable LLP

Delaware Enacts Corporate Law Amendments Establishing Safe Harbor Protections for Conflicted Transactions and Clarifying...

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In late March 2025, the Delaware General Assembly enacted, and Governor Matt Meyer signed, bipartisan legislation making significant amendments to the Delaware General Corporation Law (DGCL)....more

ArentFox Schiff

Delaware’s New Approach To Interested Director and Minority Stockholder Protections

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On March 25, Delaware governor, Matt Meyer, signed into law Substitute 1 to Senate Bill 21 (SB 21), following its rapid approval by the Delaware state legislature. This legislative measure aims to counter the current trend of...more

Benesch

Delaware Amends DGCL Section 144 to Add Safe Harbors for Interested and Controlling Stockholder Transactions

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On March 25, 2025, the governor of Delaware signed into law significant changes to Section 144 of the Delaware General Corporation Law (“DGCL”). The changes provide safe harbors to Boards of Directors and controlling...more

Warner Norcross + Judd

Michigan Court of Appeals Ruling Reflects Certain Probate Court Relief is Limited to ‘Interested Persons’

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A unique aspect of practicing before the probate court is the “interested person” concept. Someone who qualifies as an “interested person” is entitled to be served with filings and receive notice of hearings in proceedings...more

Fenwick & West LLP

Delaware Proposes Significant Amendments to the Delaware General Corporation Law

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On February 17, 2025, Senate Bill No. 21 was introduced in the Delaware State Senate to amend the Delaware General Corporation Law (DGCL)....more

Miles & Stockbridge P.C.

Federal Circuit to Revisit Percipient.ai Decision in En Banc Hearing

The Court of Appeals for the Federal Circuit last month granted the Government’s petition for rehearing en banc of the precedent-setting decision in Percipient.ai, Inc. v. United States. ...more

Miles & Stockbridge P.C.

Federal Circuit Expands What It Means to be an ‘Interested Party’ to Bring Bid Protest

The Court of Appeals for the Federal Circuit (CAFC) continues to redefine the Court of Federal Claims’ (COFC) ability to hear cases affecting all stages of the federal procurement process....more

Lathrop GPM

Regulators Examining Interested Party Transactions in Healthcare and in other Nonprofits

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State attorneys general, the IRS, and other regulators are focused on “interested party” (conflict-of-interest) transactions in the healthcare and nonprofit sectors. While these transactions are generally permissible and may...more

Sands Anderson PC

Your Final Judgment Ain’t Necessarily So if You Forgot the Necessaries

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The Supreme Court of Virginia put on a little tutorial last week on the subject of “necessary parties” to a lawsuit. It’s a smart lesson and a useful reminder that when we try a case, we have to be careful to remember to...more

Woods Rogers

GAO Sustains Protest for Agency’s Improper Cost Adjustment

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The Government Accountability Office (“GAO”) recently sustained a protest in the matter of Vectrus Mission Solutions Corporation; Vanquish Worldwide, LLC where an agency improperly adjusted an offeror’s proposal price upward...more

Bricker Graydon LLP

Ohio Supreme Court holds that both the MTA and DMA apply to mineral interests in West v. Bode

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Ohio oil and gas stakeholders received another landmark decision from the Ohio Supreme Court in West v. Bode, 2020 — N.E.3d — 2020 WL 7049820 2020-Ohio-5473. Specifically, the Court held that both the Marketable Title Act...more

Morgan Lewis

Singapore's Amended Listing Rules: Risk-Based Approach to Quarterly Reporting, Continuous Disclosures

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With effect from February 7, the Mainboard Rules and Catalist Rules of the Singapore Exchange Securities Trading Limited will be revised to adopt a risk-based approach to quarterly reporting and to enhance the continuous...more

Pillsbury Winthrop Shaw Pittman LLP

Government Contract Acquisitions and the Pending Proposal Problem

Government Accountability Office (GAO) protest decision casts doubt on the viability of pending proposals following government contract asset sales. GAO held that agency reasonably disqualified contractor whose quotation...more

Winstead PC

A Court Rejects A Trust Protector’s Claims and Holds That A Trustee Properly Merged Trusts

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In In re Macy Lynne Quintanilla Trust, a settlor created three trusts for his children in 2014. No. 04-17-00753-CV2018 Tex. App. LEXIS 8223 (Tex. App.—San Antonio October 10, 2018, no pet. history)....more

Pillsbury Winthrop Shaw Pittman LLP

Government Contractor M&A Deals Beware

Recent Government Accountability Office (GAO) protest decision on standing holds key implications for government contract asset deals. GAO held that contractor who had sold relevant contract assets to another company...more

Farrell Fritz, P.C.

Have a Dog In Someone Else’s Fight? Intervene to Protect Your Right!

Farrell Fritz, P.C. on

Generally speaking, most people want to avoid becoming entangled in litigation. But what happens when an action is pending and, although your client is not a party, his or her interests may be adversely affected? Move to...more

Patterson Belknap Webb & Tyler LLP

Circuit Resolves Jurisdictional Questions In Context Of Section 853(n) Asset Forfeiture Proceeding

In a short opinion in United States v. Ohle, 16-601-cr, the Second Circuit (Leval, Calabresi, Cabranes) resolved two open questions about the application of Federal Rule of Appellate Procedure 4, both in the context of a...more

Burr & Forman

All Experience is not Good Experience – Experience Ratings & 11 U.S.C. § 363(f)

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Recently, the Bankruptcy Court for the Northern District of Alabama joined with a number of courts in finding that a debtor’s ability to sell their assets free and clear of any “interests” in property encompassed the right to...more

McDermott Will & Emery

California FTB Schedules Interested Parties Meeting on Short Notice to Discuss Issues in the Regulations on Sourcing Income from...

The California Franchise Tax Board has scheduled an Interested Parties Meeting to discuss proposed changes to its apportionment regulations. Several years ago, when the statute called for sourcing receipts from services and...more

Morgan Lewis

Russia: New Rules on Approvals of Certain Corporate Actions

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The new rules, which take effect on 1 January 2017, will apply to both limited liability and stock companies. Russia recently changed the laws governing the approval of certain corporate actions....more

McDermott Will & Emery

California FTB to Discuss Apportionment of Combined Group Income

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The California Franchise Tax Board (FTB) will hold a second Interested Parties Meeting at their office in Rancho Cordova on April 20, 2016, dealing with the apportionment of income for combined reporting groups with both...more

Miles & Stockbridge P.C.

Director Independence Revisited

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Interested director transactions (transactions where one or more members of a board of directors will “receive a personal financial benefit … that is not equally shared by the stockholders.” Rales v. Blasband, 634 A.2d 927,...more

Proskauer - Not for Profit/Exempt...

Attorney General Issues Guidance On State Not-for-Profit Law

On April 13, 2015, the New York Attorney General’s office released two guidance documents addressing key provisions of the New York Not-for Profit Corporation Law (the N-PCL) enacted as part of the Non-profit Revitalization...more

Allen Matkins

When It Comes To Director Compensation, California Is Not Delaware

Allen Matkins on

Yesterday, I wrote about my disagreements with the approach to director compensation adopted by the Delaware Court of Chancery in Calma v. Templeton, 114 A.3d 563 (Del. Ch. 2015) and Seinfeld v. Slager, 2012 Del. Ch. LEXIS...more

Morris James LLP

'Cornerstone' Decision Reinforces Del. Corporate Law Bedrock Principles

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Delaware law has long provided that the decisions of disinterested and independent directors who receive no special benefit from a transaction ought not be the basis of personal liability in monetary damages. To subject...more

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