News & Analysis as of

Shareholders' Agreements

Minority Owner Or No Owner At All?

by Farrell Fritz, P.C. on

Old Dog, New Tricks? It’s a concern for every new investor in a closely held business: will the founding owners continue to operate the business as they always have, or will they recognize that they now have new co-owners...more

SCA delivers clarity on locus standi for oppressive conduct

by Hogan Lovells on

In the reportable case of Smyth v Investec Bank Ltd (674/2016) [2017] ZASCA 147, the Supreme Court of Appeal held that the beneficial owners of shares in a company are not eligible to join as co-applicants with the relevant...more

Germany capital market and corporate law update: The new Transparency Register is online – what you need to know

by Morrison & Foerster LLP on

The revised Anti-Money Laundering Law (law on tracing profits from serious criminal activities (Geldwäschegesetz – GwG)) will provide for the introduction of an electronic transparency register as of October 1, 2017. There,...more

Legal Considerations for Establishing Operations in the United States (Pennsylvania)

by Pepper Hamilton LLP on

I. Introduction – Business and Legal Climate in the United States. The business climate in the United States, though subject to business cycles, is the largest, most dynamic and durable in the world. The freedom to compete...more

The Telia FCPA Resolution: Part II – The Bribery Schemes

by Thomas Fox on

Over the next few blog posts, I will be exploring the resolution and what lessons the compliance practitioner can draw from the Telia Company Foreign Corrupt Practices Act, (FCPA) enforcement action, the parallel actions and...more

Texas Supreme Court Enforces Forum-Selection Clause In Breach Of Fiduciary Duty Case Arising From A Shareholder Agreement

by Winstead PC on

In Pinto Tech. Ventures, L.P. v. Sheldon, the Texas Supreme Court held that business tort claims, including breach of fiduciary duty, were subject to a forum-selection clause in a shareholders agreement. No. 16-0007, 2017 WL...more

New Amendments to Washington Corporate Law

by DLA Piper on

Washington recently adopted a series of amendments to its business corporation act which will affect both public and private companies incorporated in Washington. The amendments specifically (1) adopt a statutory procedure...more

Definitions in Shareholder Agreements Matter When Transferring Family-Owned Business Stock

by Murtha Cullina on

Owners of family-owned corporations often enter into shareholder agreements that spell out whether and to whom corporate shares can be transferred. Frequently, these agreements provide for rights of first refusal by the other...more

Investment Trends in India

On 22 June 2017, Skadden and Khaitan & Co hosted a seminar titled “Investment Trends in India” at the Institute of Directors in London. David Kavanagh QC, global co-head of Skadden’s International Litigation and...more

Referring To Extraneous Agreements In The Articles of Incorporation

by Allen Matkins on

I didn’t take note of AB 1535 (Maienschein) when it was introduced earlier this year because I thought it was a “spot” bill. See “See Spot Run“. As introduced, the bill simply added “which may include a reference to a...more

Health Alert (Australia) May 1, 2017

by DLA Piper on

In This Issue: - Judgments; Legislation; and Reports. - Excerpts from Judgments: 21 April 2017 - ILS Rehab Pty Ltd v Josephine Borg (as administrator of the estate of the late Damien Robert Borg) [2017] NSWSC 442...more

Good Advice for Everyone: Ten Steps to Avoid Big Trouble

by Varnum LLP on

On both a business and individual level, there are ten easy steps you can take now to avoid big trouble later. If you address just five of these items this month, you will be half way there. Originally published in the...more

Winter Case Notes: De Facto Partnership and Other Recent Decisions of Interest

by Farrell Fritz, P.C. on

Welcome to another edition of Winter Case Notes in which I clear out my backlog of recent court decisions of interest to business divorce aficionados by way of brief synopses with links to the decisions for those who wish to...more

Top 10 Business Divorce Cases of 2016

by Farrell Fritz, P.C. on

I’m pleased to present my 9th annual list of this past year’s ten most significant business divorce cases. The list includes important appellate rulings by the First and Second Departments on dissolution of foreign business...more

The Management Rights Letter…What Does it Do and Should I Sign it?

In the world of venture capital investment, there certainly is no shortage of paperwork and documentation to accompany every financing. Term sheets, stock purchase agreements, convertible notes, stockholders agreements and...more

Road Map to Europe II - Bridging the Documentation Gap Between the US and Europe in Venture Capital Transactions

It's a common issue: a US venture capitalist and a European company agree on the commercial terms of an investment transaction and think that the hard work is done but quickly find themselves at an impasse over the way the...more

Delaware Law Updates – Board’s Adoption of a Plan of Dissolution Held Not to Be a Breach of the Directors’ Fiduciary Duties

by McCarter & English, LLP on

In The Huff Energy Fund, L.P. v. Gershen, C.A. No. 11116-VCS (Del. Ch. Sept. 29, 2016), the Delaware Court of Chancery dealt with the issue of whether a company’s decision, approved by its board of directors and its...more

Financial Services Quarterly Report - Third Quarter 2016: Managing the Compliance Aspects of Private Equity Investments

by Dechert LLP on

International business transactions can be subject to intense scrutiny due to the broad scope of the U.S. Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act, in addition to other similar anti-corruption measures...more

New Test: Ontario Court Stayed Action in the Face of Broad Arbitration Agreement

In Haas v. Gunasekaram (Haas), the Court of Appeal for Ontario clarified the test for staying court proceedings under section 7(1) of the Ontario Arbitration Act and emphasized that courts should enforce arbitration...more

Court Applies 'Corwin' and Upholds Board's Adoption of Dissolution Plan

by Morris James LLP on

Contract and fiduciary duty law intersect when how a board acts, including the vote required, is affected by a shareholder agreement. Such agreements are common to enable investors to protect their investment, either through...more

Court Of Chancery Holds Revlon Does Not Apply In Dissolution

by Morris James LLP on

This decision holds that Revlon duties are not implicated by a decision to liquidate a company. Hence, the Court will not scrutinize whether the board sought to get the best possible deal for company assets....more

SEC Revises C&DI on Selling Securityholder Disclosure

On July 26, 2016, the SEC revised Question 140.02 of its Compliance and Disclosure Interpretations (“C&DIs”) on Regulation S-K, pertaining to selling securityholder disclosure. Revised Question 140.02 states that a...more

An Analysis of Nasdaq’s “Golden Leash” Disclosure Rule

by White & Case LLP on

On July 1, 2016, the Securities and Exchange Commission (SEC) approved, on an accelerated basis, Nasdaq’s new Rule 5250(b)(3), which requires Nasdaq-listed U.S. companies to publicly disclose any arrangements or agreements...more

A Guide to Doing Business in Italy

by K&L Gates LLP on

Italy is renowned for its rich art, cuisine, history, fashion, and culture; its beautiful coastline and beaches; its mountains; and priceless ancient monuments. In fact, Italy is a top tourist destination and has more World...more

Buy-Sell Agreements in a Divorce (Part 2)

by Ervin Cohen & Jessup LLP on

My last article discussed a typical provision found in shareholders agreements (for corporations) or operating agreements (for limited liability companies) giving the other owners a right to step in and buy any shares or...more

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