News & Analysis as of

Shareholder Rights

Porter Hedges LLP

Business Litigation Alert: "Papa John’s Board Adds 'Poison Pill' As A New Pizza Topping On Its Menu"

by Porter Hedges LLP on

Last week, Papa John’s announced that its board of directors voted to prevent the company’s founder and majority owner, John Schnatter, from taking control. The board implemented what is known as a shareholder rights plan or...more

Shearman & Sterling LLP

Governance & Securities Law Focus: Europe Edition - July 2018

by Shearman & Sterling LLP on

In this newsletter, we provide a snapshot of the principal European, US and selected international governance and securities law developments of interest to European corporates. Please see full Newsletter below for more...more

Mayer Brown Free Writings + Perspectives

Companies with Non-Voting Stock

In a paper titled, “The Importance of Inferior Voting Rights in Dual-Class Firms,” author Dov Solomon focuses on companies with a class of non-voting stock. ...more

Allen Matkins

By Adding Commas, Did The Legislature Expand Shareholder Inspection Rights?

by Allen Matkins on

Section 1601(a) of the California Corporations Code currently subjects to shareholder inspection the "accounting books and records and minutes of proceedings of the shareholders and the board and committees of the board"....more

Allen Matkins

A Not So Fabulous Fable (Part II)

by Allen Matkins on

Yesterday's post told of Dick Plantagenet's "winter of discontent" when learned of Henry Tudor's demand to inspect the books, records, and minutes of his small Delaware corporation, Cwmni Cyfyngedig, Inc. ("CCL"). Henry...more

Allen Matkins

A Not So Fabulous Fable Of Shareholder Inspection

by Allen Matkins on

This not so fabulous fable is about a small Nevada corporation, Cwmni Cyfyngedig, Inc. ("CCL"). It is set in the not too distant future....more

Thompson Coburn LLP

The benefits of a business ‘prenup’: A litigator’s perspective

by Thompson Coburn LLP on

A prenuptial agreement may be a bit of a loaded concept when it comes to marriage, but it shouldn’t be when it comes to your business relationships. Strong, well-written shareholder and operating agreements are the...more

Bennett Jones LLP

Court Confirms Right to Claim Interim Payment in Exercise of Dissent Rights

by Bennett Jones LLP on

The Alberta Court of Appeal has confirmed that dissenting shareholders to a plan of arrangement may receive an interim payment for their shares while fair value of those shares is being determined by the courts. In Brookdale...more

Dentons

Rights issues – What to consider if control may pass

by Dentons on

The Takeovers Panel has provided some clarity for issuers, underwriters and shareholders where a rights issue may have an impact on control. ...more

White & Case LLP

Countdown to the end of the Luxembourg Companies Law transition period

by White & Case LLP on

The transition period for the Luxembourg companies law (as amended by a law dated 10 August 2016) will end on 23 August 2018. Do you need to update your articles of association to comply with the new provisions of the law?...more

Dechert LLP

SEC Adopts New Rule to Allow Internet Availability of Investment Company Shareholder Reports

by Dechert LLP on

The U.S. Securities and Exchange Commission (SEC or Commission) has adopted new Rule 30e-3 under the Investment Company Act of 1940 (1940 Act)1 that provides an optional “notice and access” method to allow certain registered...more

Shearman & Sterling LLP

M&A Watch: Not So Sweet – No Appraisal Rights for Dr Pepper Stockholders

by Shearman & Sterling LLP on

The Delaware Court of Chancery recently delivered the latest in a line of decisions refining the application of statutory stockholder appraisal rights in M&A transactions. In City of North Miami Beach General Employees’...more

Skadden, Arps, Slate, Meagher & Flom LLP

Corwin Doctrine Ruled Inapplicable in Section 220 Litigation

Since the Delaware Supreme Court decided Corwin v. KKR Financial Holdings LLC more than two years ago, there has been an open question as to whether and to what extent the principles affirmed in that decision apply in the...more

Skadden, Arps, Slate, Meagher & Flom LLP

Dell and Fair Value in Statutory Appraisal Actions

The development of Delaware appraisal law has continued with the Delaware Supreme Court’s highly anticipated December 2017 appraisal opinion in Dell, Inc. v. Magnetar Global Event Driven Master Fund Ltd. In Dell, the court...more

McNair Law Firm, P.A.

DOL Provides Additional Guidance on Economically Targeted Investments

by McNair Law Firm, P.A. on

On April 23, 2018, the U.S. Department of Labor (the “DOL”) released Field Assistance Bulletin No. 2018-01 (“FAB 2018-01”) which provides guidance regarding (1) the exercise of shareholder rights and written statements of...more

Hogan Lovells

Corporate News – May 2018

by Hogan Lovells on

A monthly newsletter covering topics of interest in the field of UK corporate law including mergers and acquisitions, listed companies, equity capital markets, corporate governance and general company law. ...more

Seyfarth Shaw LLP

Department Of Labor Has More To Say About ESG And Shareholder Rights

by Seyfarth Shaw LLP on

On April 23, 2018, the Department of Labor (“DOL”) issued Field Assistance Bulletin No. 2018-01 (“FAB”), which clarifies Interpretive Bulletin 2015-01 (relating to a benefit plan selecting investments to promote social policy...more

Skadden, Arps, Slate, Meagher & Flom LLP

Hong Kong Publishes Groundbreaking New Rules for Dual-Class Shares, Emerging and Innovative Sectors

After publishing the “New Board Concept Paper” in December 2017, the Stock Exchange of Hong Kong Limited (the Exchange) issued a consultation paper on February 23, 2018, titled “A Listing Regime for Companies From Emerging...more

Farrell Fritz, P.C.

You Dissented From a Merger. Are You Bound by Your Non-Compete?

by Farrell Fritz, P.C. on

New York’s business-entity statutes, like those across the nation, provide minority owners with the right to dissent from a merger and to be paid the fair value of the dissenter’s ownership interest. Now assume the dissenter...more

White & Case LLP

Delaware Supreme Court Confirms All Material Facts Must be Disclosed to Receive Corwin Business Judgment Rule "Cleansing" Effect

by White & Case LLP on

The Delaware Supreme Court has reversed the Delaware Court of Chancery's earlier dismissal of a stockholder challenge to the sale of Diamond Resorts International, finding that the reasons why Diamond's chairman abstained...more

White and Williams LLP

Delaware Chancery Court Finds Unaffected Market Price to Be Fair Value in a Post-Dell Appraisal Decision

by White and Williams LLP on

On February 15, 2018, in the statutory appraisal proceeding of Verition Partners Master Fund Ltd. v. Aruba Networks, Inc., the Delaware Court of Chancery decided that the “most persuasive evidence” of Aruba Networks’ fair...more

Morris James LLP

Court Of Chancery Explains Proper Purpose Analysis

by Morris James LLP on

KT4 Partners LLC v. Palantir Technologies Inc., C.A. 2017-0177-JRS (February 22, 2018) - When a demand to inspect corporate records states a purpose other than to value the corporation’s stock, it is often difficult to...more

Orrick, Herrington & Sutcliffe LLP

Cleaning up minority shareholdings the case of Staray Capital Ltd v Cha

The recent Privy Council decision in Staray Capital Ltd v Cha [2017] UKPC 43 confirmed that a company's constitution can be validly amended in a manner which is intended to adversely affect a minority shareholder, including...more

Skadden, Arps, Slate, Meagher & Flom LLP

Hong Kong Announces Groundbreaking New Rules for Dual-Class Share, High-Tech and Biotech Company Listings

After publishing the “New Board Concept Paper Conclusions” in December 2017, the Stock Exchange of Hong Kong Limited (the Exchange) issued on 23 February 2018 a consultation paper entitled “A Listing Regime for Companies From...more

Morrison & Foerster LLP - JOBS Act

Dual-Class Capital Structures

In a speech given early in the week at Stanford University’s Rock Center for Corporate Governance, titled, “Mutualism: Reimagining the Role of Shareholders in Modern Corporate Governance,” Commissioner Stein addressed a broad...more

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Privacy Officer
JD Supra, LLC
10 Liberty Ship Way, Suite 300
Sausalito, California 94965

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Privacy Officer
JD Supra, LLC
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Sausalito, California 94965

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Updates to This Policy

We may update this cookie policy and our Privacy Policy from time-to-time, particularly as technology changes. You can always check this page for the latest version. We may also notify you of changes to our privacy policy by email.

Contacting JD Supra

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