Litigation developments: fundamental shareholder rights.
JONES DAY TALKS®: ESG: The Opportunities and the Risks
Virgin Media's Lawyer on Liberty Global Deal
Two of the tools investors can use to minimize the risks they take and preserve their holding percentage in a company are the anti-dilution protection and pre-emptive rights. These very important rights are customarily...more
1. Types of Business Entities - Italian law provides multiple forms of organizational structures to do business in Italy. They differ from one another due to the extent of liability undertaken by its members. In...more
I. Types of Business Entities - 1. Description of the types of entities available - In Chile, there are different types of entities available to establish a business. The most common entities for foreign investment...more
In the recent Court of Appeal judgment in DnaNudge Limited v. Ventura Capital GP Limited [2023] EWCA Civ 1142, the court confirmed that a provision of the company’s articles allowing for the conversion of Series A shares to...more
In late 2022, the U.S. Department of Labor (the “DOL”) issued final regulations (the “Final Rules”) which address the extent to which ERISA fiduciaries may consider environmental, social and governance (“ESG”) factors when...more
The concept of “control” of insurers received significant attention from state insurance regulators last year and will receive even more in 2023. We wrote a brief report in April 2022 following the New York Department of...more
In recent years, hotel sponsors and developers have increasingly turned to alternative capital sources, like preferred equity, to finance and reposition their existing assets and fund new acquisition and development...more
Private company majority owners and minority investors often focus on the company’s financial health and growth prospects, and may not take the time to review the operating documents of the business – bylaws for corporations...more
1. Types of Business Entities - 1.1 Premises - The Italian law provides multiple forms of organizational structures in order to do business in Italy, which differ from one another due to the extent of the liability...more
I. Types of Business Entities 1. Description of the types of entities available - In Chile, there are different types of entities available to establish a business. The most common entities for foreign investment are: (I)...more
The attraction of seeking out superior investment returns from well-structured investments in Asia’s unique markets has never been stronger. Economies in countries such as China, India, Japan, Korea and Southeast Asia all...more
Does increased appraisal risk have an effect on manager behavior? Recent research (unpublished) suggests it does. In this paper (earlier version), the author examines target manager disclosure behavior before and after the...more
Welcome to the 2020 edition of In Principle. With the United Kingdom (UK) leaving the European Union (EU) on31 January 2020, and moving into a transition period which will last until 31 December 2020, Brexit of courselooms...more
ESG—Environmental, Social, and Governance—investing is attracting the attention of pension funds, hedge funds, sell-side analysts, large money managers, lenders and banks, and political interest groups and activists, all of...more
Investors in the water industry in the UK are well advised to consider if their shareholding structure affords them appropriate investment treaty protection and access to investment arbitration in the event of possible...more
On December 19, 2018, the Delaware Court of Chancery held that forum selection provisions contained in the certificate of incorporation of Delaware corporations are invalid to the extent that they require any claim under the...more
This post is the third of a three-part series looking at the current NVCA Series A model legal documents. The National Venture Capital Association (“NVCA”) has created and maintained a standardized, industry-embraced set...more
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
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
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
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
The Investor Stewardship Group—a group of the largest, most prominent institutional investors and global asset managers investing, in the aggregate, over $20 trillion in the U.S. equity markets—has developed the Framework for...more
Snap Inc., which debuted on the New York Stock Exchange (NYSE) on March 2nd, was the largest tech IPO since Alibaba went public in 2014. Initially priced at $17 per share, the share price jumped to more than $24 by the end of...more