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
On May 14, 2025, Texas Governor Greg Abbott signed Senate Bill 29 (SB 29), which had been passed by the Legislature on May 7. The Bill, effective immediately, amends various provisions of the Business Organizations Code to...more
On March 25, 2025, Delaware enacted an amendment (the “Amendment”) to Section 220 of the Delaware General Corporation Law (“DGCL”). The Amendment clarifies what materials constitute a corporation’s “books and records.” It...more
On February 17, 2025, Delaware’s legislative leaders and Governor announced landmark legislation and initiatives that would, if enacted into law, result in welcome and much-needed amendments to Delaware corporate law to...more
The Potential Impact of the Supreme Court of Canada's Decision in Lundin Mining Corporation v. Markowich - As the Supreme Court of Canada (the SCC) prepares to deliver its decision in Lundin Mining Corporation v Dov...more
Effective August 1, 2022, Section 102(b)(7) of the Delaware General Corporation Law (DGCL) was amended to permit a Delaware corporation to include in its charter a provision eliminating or limiting the personal liability of...more
Section 800 of the California Corporations Code applies to actions brought in the name of any domestic or foreign corporation, aka derivative actions. It is similar, but not the same as, Delaware Court of Chancery Rule 23.1...more
On March 15, 2023, Chancellor Kathaleen St. J. McCormick of the Delaware Court of Chancery issued a rare post-trial decision finding a CEO personally liable for millions of dollars in damages for breaching his fiduciary...more
The Court of Chancery’s decision in In re Match Group, Inc. Derivative Litigation1 is the latest example of how the Delaware Supreme Court’s watershed 2014 decision in Kahn v. M & F Worldwide Corp. (MFW)2 has been applied to...more
Key Highlights - - Centerra Judge found the breaches of fiduciary duties the most egregious he had ever seen. - Nominee director principles in Centerra are relevant to directors of corporations governed by the Canada...more
Last year, the Delaware Supreme Court adopted a tripartite test for assessing demand futility allegations in derivative actions. United Food & Commercial Workers Union v. Zuckerberg 262 A.3d 1034 (Del. 2021). Under this...more
On May 13, 2022, Chancellor Kathaleen St. J. McCormick of the Delaware Court of Chancery dismissed certain stockholder derivative claims for breaches of fiduciary duty brought against the founder-CEO and other directors of...more
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
In January 2018, the media began reporting on two security vulnerabilities affecting Intel Corporation's microprocessors - dubbed "Spectre" and "Meltdown". Following these disclosures, Intel's stock price fell and its...more
This top ten list summarizes significant decisions of the Delaware Supreme Court and the Delaware Court of Chancery over the past calendar year 2018. The cases selected either meaningfully changed Delaware law or provided...more
In In re Tangoe, Inc. Stockholders Litigation, C.A. No. 2017-0650-JRS (Del. Ch. Nov. 20, 2018), the Delaware Court of Chancery denied the director defendants’ motion to dismiss the stockholder plaintiffs’ claim for breach of...more
Busch v. Richardson, C.A. 2017-0868-AGB (November 14, 2018) - A derivative complaint that meets the demand requirements of Rule 23.1 may be subject to later dismissal at the request of a properly formed and functioning...more
Tilden v. Cunningham, C.A. 2017-0837-JRS (October 26, 2018) - This is an interesting decision for many reasons. It includes a comprehensive analysis of when demand on a board is not excused, when ignoring a forum selection...more
In the recent decision of In re PLX Technology, Inc. S’holders Litig., Consl. C.A. No. 9880-VCL (Del. Ch. Oct. 16, 2018), the Delaware Court of Chancery found that shareholders of PLX Technology Inc. (“PLX”), a semiconductor...more
Arch Insurance Company v. Murdock, C.A. N16C-01-104 EMD CCLD (March 1, 2018) - This decision upholds coverage under a D&O policy for a claim alleging fraud by directors. This is not too surprising as the Delaware...more
Cummings v. Eden, C.A. 13007-VCS (February 20, 2018) - This decision is particularly helpful in clarifying the effect of Section 141 of the DGCL. A transaction that is passed by the vote of even a single disinterested...more
This top ten list summarizes significant decisions of the Delaware Supreme Court and the Delaware Court of Chancery over the past calendar year. Our criteria for selection are that the decision either changed the law in a...more
Southpaw Credit Opportunity Master Fund LP v. Roma Restaurant Holdings Inc., C.A. 2017-0059-TMR (February 1, 2018) - When stock is issued in violation of a stockholder agreement, the issuance is “void.” This has great...more
Delaware court decisions in recent years have led a number of companies to adopt stockholder-approved director compensation limits in order to benefit from the stockholder ratification defense, which can prove useful if...more
Sarissa Capital Domestic Fund LP v. Innoviva Inc., C.A. 2017-0309-JRS (December 8, 2017) - This is a great explanation of when a director is authorized to enter into an oral agreement that is enforceable, here to add two...more
Southpaw Credit Opportunity Master Fund L.P. v. Roma Restaurant Holdings Inc., C.A. No. 2017-0059-TMR (Oct. 13, 2017)- In a contest over who has been elected to a board of directors under Section 225 of the DGCL, it is...more