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Cooley LLP

Nasdaq proposes rule changes related to phase-ins and cure periods

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Nasdaq has proposed to modify some of its corporate governance rules—specifically Rules 5605, 5615 and 5810—to modify the phase-in schedules for the independent director and committee requirements in connection with IPOs,...more

Fishman Haygood LLP

How to Ask the Tough Questions in the Boardroom: 9 Tips for Directors

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Public company directors are under more pressure than ever to oversee enterprise risk, even risk from day-to-day operations, which is normally addressed by management. Egregious failures of upper management to react to red...more

Skadden, Arps, Slate, Meagher & Flom LLP

The Informed Board 2021-2022

Directors must cope with constantly shifting challenges. To help boards navigate these, Skadden launched The Informed Board, a periodic collection of concise articles that provide broad insights about key issues directors...more

Skadden, Arps, Slate, Meagher & Flom LLP

What Exactly Is an Independent Director? (Hint: It’s More Complicated Than You Think)

Takeaways - Independence is neither a fixed condition nor a universal status for all purposes. Events and relationships can disqualify an otherwise independent director from participating in decisions.. No matter how pure a...more

Morris James LLP

When a Pro Rata Dividend Triggers Entire Fairness

Morris James LLP on

In IRA Trust FBO Bobbie Ahmed v. Crane, Consol. C.A. No. 12742-CB, the Court of Chancery dismissed a stockholder challenge to a reclassification implemented through a pro rata dividend to all stockholders. In addressing the...more

Morris James LLP

Court Of Chancery Explains Corwin Limits

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This is an important decision if only because it explains a further limitation on the Corwin rule that an informed uncoerced stockholder vote insulates a corporate transaction from attack. First, the decision explains when a...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Q&A With Delaware Litigation Partner Ed Micheletti"

What is the most significant recent development in Delaware, from a litigation standpoint? The most significant recent development impacting deal litigation in Delaware is the continuing evolution of the Corwin doctrine,...more

Miles & Stockbridge P.C.

Director Independence Revisited

Miles & Stockbridge P.C. on

Interested director transactions (transactions where one or more members of a board of directors will “receive a personal financial benefit … that is not equally shared by the stockholders.” Rales v. Blasband, 634 A.2d 927,...more

Morris James LLP

Court of Chancery Dismisses Derivative Claims Even Though Entire Fairness Arguably Applied

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Delaware’s requirements for stockholders to maintain derivative actions reflect the twin principles of director management and control and accountability. Because directors manage the business and affairs of Delaware...more

Morris James LLP

'Cornerstone' Decision Reinforces Del. Corporate Law Bedrock Principles

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Delaware law has long provided that the decisions of disinterested and independent directors who receive no special benefit from a transaction ought not be the basis of personal liability in monetary damages. To subject...more

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