Sunday Book Review: April 27, 2025, The Books on Business for May Edition
Daily Compliance News: April 24, 2025, The Made in Malaysia Edition
10 For 10: Top Compliance Stories For the Week Ending March 15, 2025
Wolf Greenfield’s New Shareholders
Navigating Disputes Within Your Health Care Practice
When a co-shareholder purchases the debt obligations of the company without partners' knowledge
What happens when a majority owner makes a bad-faith capital call?
JONES DAY TALKS®: Five Pillars of Series A Shareholder Rights: A Discussion for VC Investors
“Monsters, Inc.” y el buen gobierno corporativo
Marketing Minute Video with NP Strategy: Mastering Stakeholder Engagement
Conflictos de interés en Colombia, nueva regulación
Announcing Troutman Pepper's New Payments Pros Podcast! - The Consumer Finance Podcast
The Fundamentals of Shareholder Litigation
How ESG and Election Law Intersect: Putting the ‘S’ in ESG
Taking the Pulse, A Health Care and Life Sciences Video Podcast | Episode 143: Paul Sheils, CEO, Fluent
Podcast: The Legal Battle Over Mifepristone - Diagnosing Health Care
The Informed Board Podcast | How the SEC Is Making it Harder To Exclude Shareholder Proposals and What This Means for ESG This Proxy Season
The Informed Board Podcast | Pass-Through Voting: Empowering Shareholders or Increasing the Influence of Proxy Advisors?
Morgan Horvitz of Galloway on gaining attorney engagement in key marketing and BD programs - Passle's CMO Series Podcast
Podcast: Direct Access Laboratory Testing: Navigating the Regulatory Landscape – Diagnosing Health Care
In Jacobs v. Akademos, the Delaware Chancery Court ruled that a cash-out merger that provided common shareholders in a privately held corporation, Akademos, Inc., with no value was nonetheless entirely fair. This decision...more
On March 25, 2025, the governor of Delaware signed into law significant changes to Section 144 of the Delaware General Corporation Law (“DGCL”). The changes provide safe harbors to Boards of Directors and controlling...more
The annual DGCL amendments this year carry a little more urgency than before. SB21 was rushed through to the Delaware Senate in mid-February, bypassing the normal process that involves recommendation by the Council of the...more
Strengthening Board Control - OpenAI is exploring governance changes that would grant its nonprofit board enhanced voting rights to prevent a hostile takeover by Elon Musk. This move follows Musk’s $97.4 billion bid, which...more
On February 17, 2025, Senate Bill No. 21 was introduced in the Delaware State Senate to amend the Delaware General Corporation Law (DGCL)....more
In an opinion late last month, the Delaware Supreme Court brought a close to the long-running shareholder litigation regarding Oracle’s 2016 purchase of NetSuite. The decision provides instruction for how significant minority...more
Delaware’s rigorous fairness standards for transactions involving controlling shareholders have recently come to the forefront of the Chancery Court’s docket. The Transaction...more
On January 7, 2025, Vice Chancellor Glasscock issued a 68-page post-trial decision in Manti Holdings, LLC v. The Carlyle Group Inc., in which he rejected plaintiffs’ claims of breach of fiduciary duty in connection with the...more
In this issue, we explore ongoing corporate law issues involving controlling stockholders, with significant decisions anticipated from the Delaware Supreme Court in 2025; the rise in litigation over earnout provisions in...more
U.S. activism remained elevated through the third quarter of 2024, with board refreshment a consistent demand by activists year after year. Central to the activists’ demands for board refreshment is director tenure....more
Below is our Corporate / M&A decisions update covering decisions in the second quarter of 2024. Decisions from the Delaware Court of Chancery this quarter included further development of the jurisprudence around the validity...more
This article, the first in a multi-part series on M&A in insurance, considers the change of control regime under the Bermuda Insurance Act 1978 (the “Insurance Act”) as it applies to shareholder controllers of Bermuda...more
Just like the romantic union of global pop superstar Taylor Swift and Super Bowl champion Travis Kelce, in the business world, combinations of similarly sized companies – or so-called mergers of equals – can yield positive...more
Nevada famously limits directors and officers from personal liability. However, it would be an overstatement to say that Nevada is a "liability free" jurisdiction. For example, the Nevada Supreme Court recently held that...more
The Chief Financial Officer (CFO) plays a critical role in orchestrating the financial strategy of the company. With massive amounts of capital stockpiled by private equity (PE) firms and ready to be deployed, the demand for...more
The proposed amendments would address recent case law decisions in Activision, Moelis and Crispo that uprooted well-established market practice with respect to the enforceability of certain provisions of stockholder...more
In the recent Happy Lamb decision Zacaroli J had to consider an application to amend pleadings in an unfair prejudice action (under section 994 of the Companies Act 2006 ("CA 2006")) to include a declaration as to the legal...more
2023 was a busy year, with both the Delaware courts and others, including the U.S. Supreme Court, weighing in on shareholder and M&A litigation issues. The Delaware Court of Chancery issued several notable decisions on issues...more
The last several months have marked an extremely busy time in Delaware corporate law, with regard to decisions out of the Delaware courts, proposed legislative responses, and shifting market practices. In recent weeks in...more
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
Managing Deal Risks in a Challenging Regulatory Environment: Strategies and Deal Terms With antitrust and other regulators scrutinizing mergers more closely, it is crucial for companies to negotiate terms to mitigate and...more
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
This quarter, Delaware courts issued several notable opinions in unique contexts. For example, in a rare reversal, the Delaware Supreme Court rejected the Court of Chancery’s use of “judicial notice” of another court’s ruling...more
The oversight obligations of boards continue to expand. Recent enforcement actions and new laws in areas such as cybersecurity, artificial intelligence and supply chains create new challenges for boards, as we explain in this...more
Key Points - - The number of activist campaigns launched against European companies rose again in 2023, with a new focus on German targets. - Many activists surveyed believe that France offers them good opportunities. -...more