Shareholder proposal rule
Class Action Trends – Interview with Stephen Gulotta, Managing Member, Mintz Levin's New York Office
Last year, I reported that the stockholders of Fidelity National Financial, Inc. had failed to approve a proposal to convert the corporation from a Delaware to a Nevada corporation. The company has not given up on the...more
In speaking with a reporter earlier this year, I observed that this proxy season will tell whether DExit has legs. While not exactly, a flood, several well-known and lesser-known corporations have recently filed proxy...more
In May, I took note of this Form 8-K filed by P.A.M. Transporation Services, Inc. announcing board approval of a plan to convert the company's state of incorporation from Delaware to Nevada. The company has now filed...more
SEC Publishes Spring 2023 Regulatory Agenda - On June 13, 2023, Chair of the U.S. Securities and Exchange Commission (SEC) Gary Gensler announced the release of the SEC’s Spring 2023 Regulatory Agenda (the Regulatory...more
In Anderson v. Magellan Health, Inc., No. 2021-0202, — A.3d —-, 2023 WL 4364524 (Del. Ch. July 6, 2023) (McCormick, C.), the Delaware Court of Chancery addressed the circumstances under which the Court will award a...more
MFW protects controlling-stockholder transactions even when a third-party bidder makes a competing bid that is superior to a negotiated merger with the controller. A special committee will likely satisfy the duty of care...more