Litigation developments: fundamental shareholder rights.
JONES DAY TALKS®: ESG: The Opportunities and the Risks
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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
In a landmark decision, the Delaware Court of Chancery addressed, for the first time, the precise duties that a controlling stockholder owes, and the standard of review that will apply, when a controlling stockholder takes...more
On December 26, 2023, the U.S. Securities and Exchange Commission (SEC) approved a rule change by the New York Stock Exchange (NYSE) narrowing the circumstances under which a listed company must obtain shareholder approval...more
In a recent post, Professor Ann Lipton noted a proposed charter amendment intended to address the so-called "Con Ed" problem. In Consol. Edison, Inc. v. Ne. Utilities, 426 F.3d 524 (2d Cir. 2005), the stockholders of...more
UCLA Law Professor Stephen Bainbridge recently answered the question of whether shareholders may remove a corporation's chief executive officer and chairman of the board from a Delaware perspective. Like Delaware, California...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
It is an old rule of English law that the only person who can sue for a wrong done to a company is the company itself. Related to that rule is the principle that an individual shareholder cannot bring a personal claim for a...more
1. Types of Business Entities - 1.1 Description of the types of entities available in India through which to conduct business: A foreign entity may establish a business presence in India by: • opening a liaison...more
In recent weeks, the Delaware Court of Chancery has issued two noteworthy opinions in the special purpose acquisition company (SPAC) context—one related to fiduciary duties and one related to the technical question of when a...more
1. DESCRIPTION OF THE TYPES OF ENTITIES AVAILABLE IN EACH JURISDICTION THROUGH WHICH TO CONDUCT BUSINESS AND MATTERS TO BE CONSIDERED WHEN CHOOSING A BUSINESS ENTITY TYPE - The most common form of business association in...more
While there are a few different forms of “corporate” entities in Israel, this guide will focus on companies and partnerships as these are the entities that the non-Israeli businessman is most likely to set up or invest in if...more
I. Introduction - As a common law jurisdiction, Ireland’s legal system is similar to that of the US and the UK and businesses can be carried on in Ireland in several different ways, including as sole traders, partnerships,...more
1. Types of Business Entities - The main business entities in Greece are the following: i) the Société Anonyme (S.A.); ii) the Private Company (P.C.); iii) the Limited Liability Company (Ltd); iv) the General Partnership...more
I. Introduction - As a common law jurisdiction, Ireland’s legal system is similar to that of the US and the UK and businesses can be carried on in Ireland in several different ways, including as sole traders,...more
1. Types of Business Entities - • Description of the types of entities available in each jurisdiction through which to conduct business - Business may be conducted in France either through a French branch of a foreign...more
The first of a six-part series examining six specific and evolving rights plan provisions. An increasing number of companies are choosing to adopt shareholder rights plans (otherwise known as “poison pills”) in response to...more
Climate Scorecard. At this point, public companies are keenly aware of the growing emphasis shareholders place on companies’ practices in regard to environmental, social and governance (“ESG”) issues. In furtherance of that...more
Recently, Institutional Shareholder Services (ISS) and Glass Lewis released revisions to their respective proxy voting guidelines for 2020. The ISS and Glass Lewis updates applicable to U.S. companies are discussed separately...more
On November 11, 2019, Institutional Shareholder Services, Inc. (“ISS”) published its proxy voting guidelines updates (the “2020 Updates”) for the 2020 proxy season, effective for meetings on or after February 1, 2020. The...more
In a spin-off, a public company separates one or more of its businesses into new, publicly traded companies. For the public company that initiates it, a spin-off can achieve a number of critical business and financial...more
Broc Romanek at The Mentor Blog has been writing about publicly traded companies that reportedly continue charter provisions allowing shareholders to remove directors only for "cause". Section 303 of the California...more