Choosing the type of entity to form and where to form it are two of the most common early legal decisions that founders make when they start their own businesses. Founders typically register their companies in the state where...more
On January 17, 2024, the Delaware Supreme Court issued a significant decision affirming that the Delaware General Corporation Law (the DGCL) does not require companies with multiple classes of common stock to obtain separate...more
In a recent decision, the Fourth Circuit considered a class action lawsuit brought by shareholders of a biopharma company, INC Research Holdings, Inc. (now Syneos Health Inc.). The shareholders had voted to approve a merger...more
In November of 2020, we wrote about forthcoming changes to the Ontario Business Corporations Act (OBCA) proposed by the Government of Ontario in Bill 213 Better for People, Smarter for Business Act, 2020. After receiving...more
This guide summarizes certain considerations for a non-US acquirer considering an acquisition of a publicly traded US-based company in a negotiated (i.e., friendly) transaction. In addition to market dynamics and business...more
The Second Circuit, in Edwards v. Sequoia Fund, Inc., affirmed the dismissal of a claim alleging that a mutual fund breached a contract – its Statement of Additional Information (“SAI”), which forms part of its registration...more
The Cirillo Family Trust v. Moezinia, C.A. 10116-CB (Del. Ch. July 11, 2018) - This is an interesting decision for three reasons. First, it gives a good discussion of when defective corporate acts can be cured under...more
On December 13, 2017, the Delaware Supreme Court issued In re Investors Bancorp, Inc. Stockholder Litigation, Case No. 169. The holding of this case could be particularly impactful to Delaware corporations because of its...more
In In re Investors Bancorp, Inc. Stockholder Litigation, No. 169, 2017, 2017 WL 6374741 (Del. Dec. 13, 2017), the Delaware Supreme Court limited the ability of directors to assert the stockholder ratification defense when...more
Stockholder approval of an equity compensation plan may or may not constitute ratification over awards to the directors under the plan. When it does, the Court of Chancery will review challenges under the business judgment...more