News & Analysis as of

Shareholder Rights

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

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

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

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

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

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

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

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

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

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

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

Delaware Court Of Chancery Invalidates Written Consent Of The Majority Of Common Stockholders Purporting To Remove And Replace CEO...

by Shearman & Sterling LLP on

On January 10, 2018, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery granted a motion for judgment on the pleadings to plaintiffs, the CEO and another director of TradingScreen Inc., invalidating a written...more

Delaware Court of Chancery Issues Important Decisions Addressing Stockholder Agreements

The Delaware Court of Chancery recently issued two important decisions addressing the interpretation and effects of stockholders' agreements. In Schroeder v. Buhannic, the Court of Chancery refused to interpret a...more

What Start-Ups should know about Minority Investor Rights (part 2)

In our prior post, we identified 8 common means used to protect minority investors’ stakes in start-ups. In addition to considering those, minority investors should be aware of their ability to exit their investments. ...more

What Start-Ups should know about Minority Investor Rights

Business investors, like venture capital funds, angels and other investors, typically receive minority ownership interests. The resulting lack of voting control and limited influence on management control requires these...more

Thoughts for Board and Senior Management of Israeli Public Companies

by White & Case LLP on

We have set out below observations for board members and senior management of Israeli companies based on our experiences of the last year....more

Delaware Supreme Court Reaffirms Importance of Deal Price in Dell Appraisal Reversal

by White & Case LLP on

Reaffirming the importance of deal price in appraisal proceedings involving wellshopped transactions, the Delaware Supreme Court reversed the 2016 Chancery Court decision which held that Michael Dell and Silver Lake Partners...more

What's on the horizon?

by Hogan Lovells on

Our corporate law horizon spotter looks ahead at the regulatory agenda for 2018 and 2019 and highlights the key items which may affect you and your business. If you have any queries on anything on the horizon, speak to your...more

Is Someone Else's Purpose An Improper Purpose?

by Allen Matkins on

A post on the Harvard Law School Forum on Corporate Governance and Financial Regulation discusses Vice Chancellor J. Travis Laster’s recent decision in Wilkinson v. A. Schulman, Inc., 2017 Del. Ch. LEXIS 798. The case...more

Delaware Court Of Chancery Rejects Books-And-Records Demand Driven By Entrepreneurial Counsel

by Shearman & Sterling LLP on

On November 13, 2017, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery rejected a stockholder’s demand to inspect books and records of A. Shulman, Inc. (the “Company”) under Delaware General Corporation Law...more

ISS Announces 2018 Updates to US Proxy Voting Guidelines

Proxy advisory firm Institutional Shareholder Services (ISS) recently announced updates to its U.S. proxy voting guidelines for the 2018 proxy season. Although the updates are not likely to have a significant impact on 2018...more

Public Benefit Corporations Have Arrived in Texas

by Jackson Walker on

Public benefit corporations, which are recognized in over 30 states, have now been adopted in Texas. The Texas public benefit corporation laws became effective on September 1, 2017. Now, businesses can incorporate in the...more

SFC Proposes Rules and Code for Open-Ended Fund Companies

by Dechert LLP on

Recently, the Hong Kong Securities and Futures Commission (SFC) published a consultation paper on the Securities and Futures (Open-ended Fund Companies) Rules (Rules) and Code on Open-ended Fund Companies (Code) which, if...more

Corporate Finance Alert: Global Index Providers Announce Decision to Exclude Companies with Multi-class Capital Structures or...

In July 2017, global index providers S&P Dow Jones (S&P DJI) and FTSE Russell (FTSE) announced changes to their index eligibility rules, with S&P DJI excluding from certain of its indices companies with multi-class capital...more

Further Clarification from Delaware Supreme Court on Deal Price in Statutory Appraisal Actions

by Polsinelli on

The Delaware Supreme Court offered further guidance this week on the weight to be accorded a negotiated deal price in the context of shareholder appraisal litigation, which of course is important to businesses and counsel...more

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