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Shareholders Directors Mergers

Fenwick & West LLP

Delaware Proposes Significant Amendments to the Delaware General Corporation Law

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On February 17, 2025, Senate Bill No. 21 was introduced in the Delaware State Senate to amend the Delaware General Corporation Law (DGCL)....more

Conyers

Why BVI?

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The British Virgin Islands (“BVI”) are home to 361,491 active companies as of 31 December 2023. This article considers the reasons for the BVI’s popularity as a jurisdiction to structure international transactions....more

A&O Shearman

Eighth Circuit Affirms Dismissal Of Merger-Related Derivative Suit For Failure To Plead Demand Excusal

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On April 7, 2022, the United States Court of Appeals for the Eighth Circuit affirmed the dismissal of derivative claims brought by shareholders of Centene Corporation (the “Corporation”) against directors and officers of the...more

Morris James LLP

Material Omissions in Proxy Prevents 'Corwin' Dismissal of Challenge to Merger

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Since the Delaware Supreme Court’s 2015 Corwin v. KKR Financial Holdings decision, practitioners in merger transactions have been able to advise clients that a transaction otherwise subject to enhanced scrutiny could be...more

Skadden, Arps, Slate, Meagher & Flom LLP

Supreme Court Provides Further Guidance on Demands to Inspect Electronic Communications

Recently, Delaware corporations faced with demands for books and records under 8 Del. C. § 220 have increasingly been forced to contend with demands for electronic communications, such as emails. Historically, the Delaware...more

Foley Hoag LLP

Fiduciary Duties of Directors in Connection with An Acquisition: A Massachusetts Difference

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Customary analysis of the fiduciary duties of directors in connection with their consideration of an acquisition of the corporation focuses on the nature of that fiduciary duty: What is that duty? Under what circumstances is...more

Kilpatrick

Disclosing Election of a New Director: Remember Item 5.02(d) of Form 8-K When Doing a Merger

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All competent securities lawyers know that Item 5.02(d) of Form 8-K requires a filing, on Form 8-K, whenever a public company elects a new director other than pursuant to a shareholder vote at an annual meeting or a special...more

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