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Royer Cooper Cohen Braunfeld LLC

The (Failed) Failing Business Exception: Stockholders’ Right to Vote on Asset Transfers

In Stream T.V. Networks, Inc. v. SeeCubic, Inc., the Delaware Supreme Court (“Court”) held that section 271 of the Delaware General Corporation Law (“D.G.C.L”), which requires stockholder approval for a Delaware corporation...more

Latham & Watkins LLP

Delaware Court Applies Entire Fairness Standard to MultiPlan de-SPAC

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The decision adopts enhanced scrutiny of director fiduciary duties for de-SPAC transactions, but suggests dismissal may be appropriate when stockholders exercise redemption rights on a fully informed basis. On January 3,...more

BCLP

Is it time to consider cash box placings again to raise cash quickly?

BCLP on

Despite the cash box being a structure which has seldom been used since March 2015 due to concerns raised by investor bodies, the urgent need for cash in uncertain times may lead to a revival of this once popular structure. ...more

Bass, Berry & Sims PLC

Chris Lazarini Examines Allegations of ERISA Fiduciary Violations

Bass, Berry & Sims attorney Chris Lazarini examined allegations brought by members of a company’s 403(b) retirement savings plan that the plan fiduciaries violated their duties by selecting and failing to replace higher-cost...more

Benesch

Corporate Governance Trends and Best Practices Among Mid-Market Public Companies

Benesch on

Welcome to the first Annual Benesch Corporate Governance Report focused on trends and best practices at mid-market public companies. While we have seen many reports focused on corporate governance practices of Fortune 100...more

Stoel Rives LLP

In Case You Missed It - Interesting Items for Corporate Counsel - August 2017

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A review of 2017 proxy season activity, including the trend toward adoptions of proxy access bylaws, is here. A suggestion that the big news of the 2017 proxy season was climate change proposals and the shift in Blackrock,...more

Wilson Sonsini Goodrich & Rosati

The Entrepreneurs Report - 1H 2016

Dual-Class Stock: A Founder Favorite Faces Growing Investor Disapproval - Earlier this year, the investment firm T. Rowe Price adopted new voting policies that penalize companies with dual-class stock structures. They...more

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