Shareholders, Board of Directors, Shareholder Approval

Delaware Supreme Court Provides Much-Anticipated Clarity on Reincorporations

Fenwick & West LLP on 2/7/2025

This case stems from the proposed reincorporations of Tripadvisor, Inc. and Liberty TripAdvisor Holdings, Inc. from Delaware to Nevada, which were first presented to the corporations’ respective stockholders for approval in...more

Delaware Adopts Important Amendments to Its General Corporation Law

Fenwick & West LLP on 7/25/2024

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

Delaware Supreme Court Affirms Important Ruling for Multi-Class Companies Concerning Class Votes

Wilson Sonsini Goodrich & Rosati on 1/19/2024

On January 17, 2024, the Delaware Supreme Court issued a significant decision affirming that the Delaware General Corporation Law (the DGCL) does not require companies with multiple classes of common stock to obtain separate...more

Lessons From Burnford: Investors, Creditors and Recovering Reflective Losses

Katten Muchin Rosenman LLP on 3/1/2023

It is an old rule of English law that the only person who can sue for a wrong done to a company is the company itself. Related to that rule is the principle that an individual shareholder cannot bring a personal claim for a...more

Delaware Supreme Court Enforces Class Vote Requirement, Reasons There Is No Insolvency Exception to Section 271 Of The Delaware...

Morris James LLP on 10/11/2022

Stream TV Networks, Inc. v. SeeCubic, Inc., No. 360, 2021 (Del. June 15, 2022) - Section 271 of the Delaware General Corporation Law provides, among other things, that a majority vote of stockholders is required to sell...more

The (Failed) Failing Business Exception: Stockholders’ Right to Vote on Asset Transfers

Royer Cooper Cohen Braunfeld LLC on 8/5/2022

In Stream T.V. Networks, Inc. v. SeeCubic, Inc., the Delaware Supreme Court (“Court”) held that section 271 of the Delaware General Corporation Law (“D.G.C.L”), which requires stockholder approval for a Delaware corporation...more

When Merging What Must The Board And Shareholders Approve?

Allen Matkins on 2/17/2022

The California General Corporation Law recognizes three subsets of a "reorganization" - a "merger reorganization", an "exchange reorganization", or "sale-of-assets reorganization". Cal. Corp. Code § 181. Chapter 11 of the...more

Ontario Eliminates Director Residency Requirements and Permits Majority Shareholder Resolutions in Writing

Bennett Jones LLP on 7/19/2021

In November of 2020, we wrote about forthcoming changes to the Ontario Business Corporations Act (OBCA) proposed by the Government of Ontario in Bill 213 Better for People, Smarter for Business Act, 2020. After receiving...more

Glass Lewis’ 2020 Proxy Season Review: Boards Become Increasingly Younger

BCLP on 11/16/2020

Glass Lewis (“GL”) recently issued its 2020 Proxy Season Review (U.S.) (the “Report”) covering the U.S. 2020 Proxy Season (i.e., January 1, 2020 through June 30, 2020). GL reported on certain 2020 shareholder voting trends...more

Alert: UK Companies: Guide to Granting Share Options in the US

Cooley LLP on 10/9/2019

This alert serves as a guide for UK and non-US clients wishing to grant options to employees and other service providers in the US. There are 5 key steps in the process (each discussed below): Board approval...more

The “Stockholder Ratification” Defense and Investors Bancorp: What Are “Meaningful Limits” in Proposing Director Discretionary...

Troutman Pepper Locke on 3/7/2018

On December 13, 2017, the Delaware Supreme Court issued In re Investors Bancorp, Inc. Stockholder Litigation, Case No. 169. The holding of this case could be particularly impactful to Delaware corporations because of its...more

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