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Vinson & Elkins LLP

Investing in Resilience: How Extreme Weather Is Reshaping Infrastructure Investment and Risk

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Across sectors and jurisdictions, the data point to a world facing more frequent and intense physical disruptions. Extreme heat, heavy rainfall, rising sea levels, and prolonged droughts are no longer regional anomalies; they...more

Jenner & Block

SEC Reverses Position on Mandatory Arbitration Clauses in IPOs

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On September 17, 2025, the US Securities and Exchange Commission (SEC) approved a policy statement (the Statement) that allows companies to include mandatory arbitration clauses in their governing documents for investor...more

Cooley LLP

For a Shareholder Engagement Meeting, Who Should Attend?

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Typically, someone from the general counsel/corporate secretary team is always involved in an engagement. From there, you look at the agenda for the engagement to see what the issues are – and you bring the right people. You...more

Pillsbury - Propel

Startup Board Basics: Forming, Structuring & Governing Your Board of Directors

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Establishing a board of directors with non-founder directors marks a critical turning point in a startup’s evolution, from founder-led to investor-backed. Whether you are incorporating, closing your first priced financing...more

Cooley LLP

Congrats! You’ve Been Hired as General Counsel of a Venture-Backed Private Company. Now What?

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Hiring the first general counsel (GC) is an important rite of passage for companies that have evolved from a small startup to a growing private company, and for the person brought on to fill this role, it can be a tremendous...more

Holland & Knight LLP

Redemption Limitations Remain a Trap for the Unwary Despite Section 1202 Expansion

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Starting on July 5, 2025, the One Big Beautiful Bill Act (OBBB) has amended Internal Revenue Code Section 1202 to provide additional benefits to owners of qualified small business stock (also known as QSBS within the meaning...more

Woodruff Sawyer

Quarterly Quiet Periods: Myths versus Risk Mitigation

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Quiet periods aren’t legal mandates for quarterly earnings—but they’ve become a cornerstone of disciplined disclosure practice....more

Vinson & Elkins LLP

When Should Boards Fight (and Not Settle)?

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In the headlines today, it is common to see announcements about activist campaigns or activists taking equity positions in public companies. Nonetheless, full-scale proxy fights have become relatively rare. Most public...more

Jackson Walker

Texas Business Court Tightens the Discovery Rule: Inquiry Notice Starts the Clock in Fraud Cases

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The Texas Business Court is quickly establishing itself as a venue where commercial sophistication is both expected and enforced. In Riverside Strategic Capital Fund I v. CLG Investments, Judge Bill Whitehill granted summary...more

Offit Kurman

Five Reasons Delaware Reigns Supreme for Business Formation

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Why is the majority of Fortune 500 companies incorporated in the state of Delaware? Why are more than 75% of all new initial public offerings in the United States done by companies incorporated in Delaware? Why is Delaware...more

Cooley LLP

How Do You Know Which Issues to Engage On?

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The initial obvious answer is to engage on issues that the investors you’re meeting want to talk about. That’s the primary purpose of engagement – to find out what investors want to know and give them that information....more

Woodruff Sawyer

Quarterly or Biannual Reporting? Weighing the Trade-Offs for Public Companies

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Directors and officers are no strangers to consequential decisions—where to incorporate, how to pursue growth, how far to go on ESG disclosures. Each choice shapes the company’s relationship with investors....more

Procopio, Cory, Hargreaves & Savitch LLP

SEC Shifts Policy on Issuer-Investor Arbitration: What’s Next?

Public companies and their in-house counsel should take note of a recent policy statement from the U.S. Securities and Exchange Commission (SEC) related to arbitration clauses. On September 17, 2025, the SEC confirmed that...more

Vinson & Elkins LLP

[Hybrid Event] Fifth Annual Navigating the Annual Meeting and Reporting Season - November 12th, Houston, TX

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In this program, our panelists will provide a comprehensive examination of recent SEC developments that shape—and the practical considerations that inform—the preparation of public companies’ annual reports and annual...more

Troutman Pepper Locke

What’s in a Down Round? Key Features of a Down Round

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Startup financing is a dynamic process, and down rounds have emerged as a critical mechanism for companies navigating challenging economic climates. These down rounds are characterized by a reduction in company valuation and...more

Holland & Knight LLP

Delaware Court Upholds Fund Manager’s Withdrawal of Investor, Cites Nominal Damages for Candor

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In a post-trial opinion issued on June 30, 2025, the Delaware Court of Chancery largely ruled in favor of a fund manager who removed a Chinese investor from a fund established to purchase SpaceX shares, while finding the...more

Cooley LLP

What Should Be Seen as the Potential Outcomes of Shareholder Engagement?

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Engagement needs to be both a strategic process and a two-way dialogue, because the investors you’re engaging with have their own goals for your engagement with them. Does each side have certain expectations as to where the...more

Cooley LLP

Texas AG Probes ISS and Glass Lewis Over ESG

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As noted in this press release from Texas Attorney General Ken Paxton, he is investigating ISS and Glass Lewis “for potentially misleading institutional investors and public companies by issuing voting recommendations that...more

Cornerstone Research

M&A Settlements in the Delaware Court of Chancery Surpass $600 Million in 2024

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The number and total aggregate amount of settlements in merger and acquisition (M&A)-related lawsuits in the Delaware Court of Chancery have increased substantially since 2019, according to a new report released today by...more

Morrison & Foerster LLP

Occasional Activists and the Evolving Landscape of Shareholder Activism in 2025

In our previous client alert, Occasional Activists: Shaping Corporate Governance in 2024, we discussed the trend through H1 2024 of increased “occasional activism”—shareholder activism by investors who are not dedicated...more

Nelson Mullins Riley & Scarborough LLP

Blame FDR, not Atkins, for the SEC’s Policy Statement on Arbitration Provisions

The question that the Commission addressed on September 17, 2025, was whether, when being requested to accelerate the effectiveness of a registration statement, the Commission staff would consider the existence of an...more

Vinson & Elkins LLP

SEC Grants No-Action Relief for ExxonMobil’s Retail Voting Program—Key Takeaways for Public Issuers

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On September 15, 2025, the SEC’s Division of Corporation Finance issued a no-action concurrence letter to Exxon Mobil Corporation (“Exxon”), confirming that it would not recommend enforcement action if Exxon implements its...more

Cooley LLP

The Joy of the Berkeley Fall Forum on Corporate Governance (for the ‘Capital Raising’ Crowd)

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Over on “The Governance Beat” blog – where Broc Romanek is sharing updates for public companies on a near-daily basis – he recently spotlighted the joy of the upcoming Berkeley Fall Forum on Corporate Governance, happening...more

Baker Botts L.L.P.

Demystifying the Fundraising Process—From First Meeting to Closing the Deal

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For founders, the fundraising process can feel like a black box that is more art than science and full of jargon, shifting timelines, and high stakes. Yet, understanding the typical steps and expectations can make the...more

Baker Botts L.L.P.

Getting Your Company Ready for a Financing—Building a Solid Foundation for Growth

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Raising capital is a defining moment for any startup, but the groundwork for a successful financing is laid long before you meet your first investor. We’ve seen that the companies best positioned to attract investment are...more

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