News & Analysis as of

Shareholders' Agreements

Hogan Lovells

Wagner v. BRP: The Court of Chancery extends its Moelis stockholders agreement jurisprudence

Hogan Lovells on

In Wagner v. BRP Group Inc., the Delaware Court of Chancery further developed its jurisprudence regarding the validity of stockholders agreements that vest significant control rights in minority stockholders instead of a...more

Allen Matkins

Is A Change In Transfer Restrictions In A Shareholder Agreement Subject To Qualification?

Allen Matkins on

A recent post discussed whether amending a shareholders agreement is subject to qualification under the California Corporate Securities Law of 1968.  For the purpose of that discussion, it is important to recognize that not...more

BCLP

Selected Recent Developments for Public Companies

BCLP on

Public companies should take note of several recent developments, including: ..Reversal of the Pegasystems trade secrets lawsuit that nevertheless preserves guidance to take care when describing litigation as “without...more

Dorsey & Whitney LLP

2024 Delaware Entity Statutory Amendments

Dorsey & Whitney LLP on

On August 1, 2024, the 2024 amendments to Delaware’s entity statutes went into effect. These include amendments to the Delaware General Corporation Law (the “DGCL”), the Delaware Limited Liability Company Act (the “LLC Act”),...more

Mandelbaum Barrett PC

Starting a Business with Loved Ones: How to Protect Both Your Business and Personal Relationships

Mandelbaum Barrett PC on

Considering starting a business with your loved ones and wondered how you can make it work without jeopardizing your personal relationships? Starting a business with family members or close friends can be deeply rewarding,...more

Paul Hastings LLP

Private Company Report: Second Quarter 2024

Paul Hastings LLP on

This edition of Private Company Report highlights critical updates and regulatory changes affecting private companies, including AI liability, sustainability reporting, pregnant worker protections, Delaware law amendments,...more

Fenwick & West LLP

Delaware Adopts Important Amendments to Its General Corporation Law

Fenwick & West LLP on

On July 17, 2024, Delaware Gov. John Carney signed into law significant amendments to the Delaware General Corporation Law (DGCL), which will become effective on August 1, 2024. The amendments were articulated in Delaware...more

Lowenstein Sandler LLP

All in the Family: Succession Issues in Family-Owned Businesses

Lowenstein Sandler LLP on

On this episode of “Splitting Heirs,” Warren K. Racusin talks with Lowenstein partner Nick San Filippo IV, Chair of the firm’s Business Divorce practice, and Jeff Savlov, a partner in the family business and wealth consulting...more

Rivkin Radler LLP

July 2024 New York Insurance Coverage Law Update

Rivkin Radler LLP on

Paraco Gas Corporation purchased an insurance policy for Directors, Officers and Private Company Liability (“D&O”) from Ironshore Indemnity, Inc. that covered certain acts of Paraco’s officers and directors. Paraco...more

Kennedys

Delaware governor approves significant amendments to the Delaware General Corporation Law

Kennedys on

On July 17, 2024, Governor John Carney signed into law several amendments to the Delaware General Corporation Law (“DGCL”) that are intended to address market uncertainty created by recent Chancery Court decisions. Effective...more

Barnea Jaffa Lande & Co.

The Israeli Approach to Anti-Dilution Rights

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

Cooley LLP

FCA Publishes Final UK Listing Rules

Cooley LLP on

The UK Financial Conduct Authority (FCA) published a policy statement (PS24/6) on 11 July 2024 setting out the final policy position and UK listing rules (final rules) for a new, simplified and more competitive UK listing...more

Farrell Fritz, P.C.

Dollars, Donuts, and Buy-Sell Options

Farrell Fritz, P.C. on

Buy-sell agreements come in all shapes and sizes. Some are straightforward. Others are outrageously complex, especially purchase price formulas. Some have triggers for death. Others disability. Retirement. Expulsion....more

Saul Ewing LLP

The NVCA Revises Its Model Documents to Address Holding in West Palm Beach Firefighters’ Pension Fund vs. Moelis

Saul Ewing LLP on

The National Venture Capital Association (“NVCA”) has recently (but without any fanfare) released substantively important revisions to its model legal documents, specifically, the Investor Rights Agreement, the Stock Purchase...more

Cole Schotz

The Moelis Decision and its Potential Effect on Corporate Law in Delaware

Cole Schotz on

A recent decision by the Delaware Court of Chancery, W. Palm Beach Firefighters’ Pension Fund v. Moelis & Co. (“Moelis”), held corporate shareholder agreements are invalid if they impose certain restrictions on the Company’s...more

Mandelbaum Barrett PC

Legacy Planning for Family Businesses: Transitioning with Ease

Mandelbaum Barrett PC on

In the heart of every family-owned enterprise lies a story of hard work, dedication, and a vision for the future. These businesses not only represent a significant portion of the economy but also embody the legacy of...more

Farrell Fritz, P.C.

Stay in Your Lane! Delaware Court Invalidates Stockholder Agreement Provisions that Encroach on Board Authority

Farrell Fritz, P.C. on

There are generally two ways you can control a corporation.  One is by owning a majority of the stock, in which case you control the board of directors.  The other is to secure control contractually, through agreements and...more

Skadden, Arps, Slate, Meagher & Flom LLP

Proposed DGCL Amendments Would Expressly Authorize Stockholders’ Agreements and Align DGCL Provisions with Current M&A Practices

On March 28, 2024, the Council of the Corporation Law Section of the Delaware State Bar Association (DSBA) approved proposed amendments to the Delaware General Corporation Law (DGCL) in order to align the DGCL’s provisions...more

Mayer Brown

Delaware Chancery Court Invalidates Common Stockholder Agreement Provisions

Mayer Brown on

In the recent decision West Palm Beach Firefighters’ Pension Fund v. Moelis & Company, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery ruled that certain provisions of a stockholder agreement contravened...more

Foley Hoag LLP

Delaware Court of Chancery Invalidates Certain Rights in Stockholder Agreement Sidelining Board of Directors

Foley Hoag LLP on

On February 23, 2024, the Court issued an opinion3 invalidating certain provisions of a stockholder agreement, which, in part, contractually constrain the Board’s discretion to exercise control over the business and affairs...more

Pillsbury Winthrop Shaw Pittman LLP

Delaware Court of Chancery Invalidates Certain Board Control Rights Commonly Found in Stockholder Agreements

The ruling calls into question the enforceability of common provisions contained in private and public company stockholder agreements. The Court invalidated certain governance rights in stockholder agreements because they...more

A&O Shearman

Delaware Court of Chancery Invalidates “New Wave” Stockholder Agreement Constraining Board Authority

A&O Shearman on

This enduring cornerstone of Delaware corporate law is rooted in Section 141(a) of the Delaware General Corporate Law (“DGCL”): “The business and affairs of every corporation […] shall be managed by or under the direction of...more

Farrell Fritz, P.C.

And the Award for Most Creative Attempt to Evade a Book Value Buy-Sell Provision Goes To . . .

Farrell Fritz, P.C. on

“Under any standard of value, the true economic value of a business enterprise will equal the company’s accounting book value only by coincidence . . .” says the late business valuation expert and author Shannon Pratt.  So...more

Roetzel & Andress

Supreme Court to Rule on Estate Tax Valuation of Stock Purchased with Corporate-Owned Life Insurance Proceeds

Roetzel & Andress on

If a shareholders agreement sets forth a fixed and determinable price that satisfies the requirements of Code Section 2703(b) and cases interpreting that term, then that price will be respected for federal estate tax...more

Goodwin

Delaware Court of Chancery Invalidates Governance Rights in Stockholder Agreement

Goodwin on

On February 23, 2024, the Delaware Court of Chancery issued a decision in a class action lawsuit (West Palm Beach Firefighters’ Pension v. Moelis & Co.) that concluded most of the control provisions in a stockholder agreement...more

151 Results
 / 
View per page
Page: of 7

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
- hide
- hide