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
Matthew Massengill is a director and former chairman and CEO of Western Digital, which announced plans in October 2023 to spin off its flash memory businesses from the division that makes hard drives. He spoke with The...more
On March 11, 2025, the Committee to Enhance Singapore's Corporate Restructuring and Insolvency Regime (the "Committee") published a report (the "Report") outlining its recommendations to further enhance and modernize...more
Choosing the type of entity to form and where to form it are two of the most common early legal decisions that founders make when they start their own businesses. Founders typically register their companies in the state where...more
The Knesset Finance Committee approved a draft bill for second and third readings to ease the conditions for tax relief during corporate restructuring. The bill was first published in the initial draft bill within the tax...more
Trump Media & Technology Group Corp., a Delaware corporation, operates Truth Social and its securities trade on The Nasdaq Stock Market LLC. The company's largest stockholder is Donald J. Trump, Jr. Given...more
In its unanimous decision rendered on February 4, 2025, the Delaware Supreme Court reversed the Delaware Court of Chancery’s ruling in the widely followed “TripAdvisor” case (Palkon v. Maffei) regarding the standard of review...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
The evolution of the English RP continues to push the jurisdictional envelope. The English court’s sanction of the Sino-Ocean restructuring plan (RP) marks an interesting development in the evolution of the English RP....more
In Maffei v. Palkon, No. 125, 2024, 2025 Del. LEXIS 51 (Del. Feb. 4, 2025) (Valihura, J.), the Delaware Supreme Court held that a corporation’s decision to reincorporate in another state purportedly to reduce exposure to...more
On February 5, 2025, Becton, Dickinson and Company (BD) announced plans to separate its Biosciences and Diagnostic Solutions business into an independent entity. The Biosciences and Diagnostic Solutions business is reportedly...more
The Wall Street Journal reported on January 31, 2025, that Meta Platforms Inc. (formerly Facebook) (NASDAQ: META) was considering a change of its state of incorporation from Delaware to Texas. Shortly afterward, the Delaware...more
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
On February 4, 2025, the Delaware Supreme Court issued its much-anticipated decision in the TripAdvisor1 litigation addressing the standard of review that applies to a board’s decision to reincorporate from Delaware to...more
In Seavitt v. N-able, 321 A.3d 516 (Del. Ch. 2024), decided prior to the amendment of the Delaware General Corporate law to add Section 122(18), the Delaware Court of Chancery held that the “public nature of a charter” means...more
In this earlier post, I commented on the preliminary proxy materials filed by P.A.M. Transportation Services, Inc. (nka PAMT Corp) At the time, my interest was the company's proposal to reincorporate in Nevada from...more
Schemes of arrangement are a vastly flexible mechanism to implement take private transactions and other restructuring in respect of Guernsey companies. Schemes are, in effect, a legally enforceable arrangement or...more
In Bermuda, our most popular posts and publications provided updates from our Corporate practice, particularly regulatory changes and insurance insights, along with reflections on private client matters and litigation....more
My last several posts have discussed the current debate on the phenomenon referred to as "DExit", which refers to Delaware corporations that choose to reincorporate in other states. In a recent article, Professor Bainbridge...more
Many acquisitions, especially privatisations, are structured as a statutory merger, and in this article, we provide a brief overview of Cayman Islands (“Cayman”) mergers and consolidations and the general requirements for...more
It is a basic principle of the income tax that the gain or loss realized by a taxpayer from the conversion of property into cash, or from the exchange of property for other property that differs materially in kind from the...more
In Ho Kwok Leung Glen, Hau Kai Ling and Ge Jun v Nan Hai Corporation Limited [2024] SC (Bda) 2 Civ, 31 January 2024, the Supreme Court of Bermuda (the “Court”) rejected the Plaintiffs’ application for a declaration that seven...more
Retaining key management at a distressed company in the midst of an out-of-court restructuring can be necessary for the success of the restructuring. To realign incentives, private credit lenders need to consider reloading...more
Following the English High Court’s written reasons for sanctioning the Adler Group restructuring plan on 21 April 2023, the English Court of Appeal has overturned the High Court’s decision and sent a strong message regarding...more
On August 1, 2023, the Delaware General Corporation Law (DGCL) was amended to create an “insolvency exception” to Delaware’s long-standing requirement that a sale of all or substantially all of a Delaware corporation’s assets...more
We are very pleased to present the third edition of our Luxembourg corporate law-focused case law briefing. In this edition, we are focusing on the 2022 calendar year rulings we identified to be the most relevant for...more