The 2013 Amendments to the Delaware General Corporation Law
Court of Chancery rejects claim that certificate of incorporation of a Delaware corporation requires supermajority vote for conversion to a Nevada corporation. Court holds that certificate provision requiring...more
In Texas Pacific Land Corp. v. Horizon Kinetics, LLC, et al., the Delaware Court of Chancery enforced a “no drafting history clause” that restricted the court’s ability to consider “the events of drafting or preparation” to...more
The Delaware Supreme Court recently confirmed that the adoption of an exculpatory charter amendment does not require a class vote under the Delaware General Corporation Law ("DGCL")....more
The Corporate Council of the Corporation Law Section of the Delaware State Bar Association recently released its proposed amendments to the Delaware General Corporation Law (DGCL) for 2018. Noticeably, the proposed amendments...more
On October 26, 2016, the Securities and Exchange Commission (SEC) proposed amendments to the proxy rules (the “Proposal”) that would mandate the use of universal proxy cards in non-exempt proxy solicitations for contested...more
The U.S. Securities and Exchange Commission, in a 2-1 vote1, proposed amendments on October 26, 2016 to the proxy rules that would require public companies to include director candidates nominated by a dissident shareholder...more
The SEC today proposed amendments to the proxy rules to require parties in a contested election to use universal proxy cards that would include the names of all director nominees. The proposal gives shareholders the ability...more