Companies should not minimize the extent of a material cybersecurity incident by omitting material facts regarding the scope and potential impact of the incident. Cybersecurity risk factor disclosures should be tailored to a...more
Meredith Ervine recently wrote about reverse stock splits and Nasdaq listed issuers. A reverse stock split is the "go to" solution for many listed issuers whose share prices fall below the minimum continued stock exchange...more
Section 908 of the California Corporations Code provides that when a California corporation files a certificate of amendment, the articles of incorporation shall be amended in accordance with the certificate and any stock...more
In this post published yesterday, John Jenkins discussed a proposed Nasdaq rule regarding notification and disclosure of reverse stock splits. In light of John's post, I thought a brief refresher on California's treatment of...more
Institutional Shareholder Services Inc. and Glass, Lewis & Co., LLC both recently issued their annual proxy voting guideline updates. As revised, these guidelines have important implications for companies preparing for the...more
As discussed in an earlier edition of Insights: The Delaware Edition, Sections 204 and 205 of the Delaware General Corporation Law (DGCL) provide methods for Delaware corporations to unilaterally ratify defective corporate...more
The Delaware Court of Chancery recently held, in a case of first impression, that a non-reciprocal fee-shifting bylaw cannot be applied to a claim brought by a former shareholder who had been cashed out of the company before...more