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Allen Matkins

Don't Say You Weren't Warned! Court Of Appeal Declines To Enforce Delaware Forum Selection Clause In Delaware Corporation's...

Allen Matkins on

Ten years ago, I questioned in this space whether a Delaware forum selection charter provision would survive constitutional scrutiny if it involved a de facto waiver of a jury trial...more

Womble Bond Dickinson

Delaware Extends Exculpation Rights to Senior Officers: Updates and Guidance on Corporate Charter Amendments

Womble Bond Dickinson on

Since 1986, Section 102(b)(7) of the Delaware General Corporation Law (“DGCL”) has allowed corporations to include an exculpation provision in their certificate of incorporation that eliminates or limits the personal...more

Pillsbury Winthrop Shaw Pittman LLP

Establishing and Managing a Business in the UK 2022

Overseas investors are welcome in the UK. Save as set out below, there are no specific laws prohibiting foreign investment in the UK nor are there any business requirements for UK participation in the ownership or management...more

Allen Matkins

Stockholder Tenure And Voting Rights

Allen Matkins on

A recent post by Broc Romanek linked to a MarketWatch article critiquing the new Long Term Stock Exchange. The article mentions that "The LTSE has also proposed 'long-term voting rights,' wherein a shareholder’s voting power...more

Allen Matkins

When You Say "Get It In Writing", What Do You Mean?

Allen Matkins on

Several provisions of the Delaware General Corporation Law authorize or require that a notice or communication be in "writing" or "written". For example, Section 142(b) provides "Any officer may resign at any time upon...more

Mintz Edge

CAUTION: Director Veto Rights in Financing Documents May Constitute “Disproportionate Voting”

Mintz Edge on

Section 141(d) of the Delaware General Corporations Law (DGCL) allows the certificate of incorporation (COI) of a Delaware corporation to confer upon one or more directors voting powers greater than or less than those of...more

Mintz Edge

Liability Considerations for Delaware Public Benefit Corporations

Mintz Edge on

What is a Public Benefit Corporation? A public benefit corporation (PBC) is a statutorily designated type of corporation in Delaware that melds two concepts that are often seen as opposites: maximizing profit and providing...more

Akin Gump Strauss Hauer & Feld LLP

Avoiding Common Pitfalls in Preferred Stock Transactions

Preferred stock issuances by Delaware corporations are often effected through a board’s “blank check” power contained in a company’s certificate of incorporation and permitted by Section 151(a) of the Delaware General...more

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