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
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
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
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
In a September 11, 2015, decision, the Delaware Chancery Court denied a former officer and director advance reimbursement of legal fees in a dispute with his company, despite his insistence that multiple corporate documents...more
On June 20, 2014, the Texas Supreme Court issued a landmark decision that brings to light the importance of every corporation, especially closely held corporations, having a comprehensive shareholders' agreement that...more