News & Analysis as of

Shareholders Reverse Stock Splits

Cooley LLP

Reverse split to regain bid price compliance? It may be more complicated than you think

Cooley LLP on

Nasdaq has filed with the SEC a proposed rule change to “modify the application of the bid price compliance periods where a company takes action that causes non-compliance with another listing requirement.” Hmmm, how’s that...more

Allen Matkins

Reverse Stock Splits And The California Corporate Securities Law

Allen Matkins on

Meredith Ervine recently wrote about reverse stock splits and Nasdaq listed issuers.  A reverse stock split is the "go to" solution for many listed issuers whose share prices fall below the minimum continued stock exchange...more

Allen Matkins

When Do Stock Splits, Reverse Stock Splits And The Like Become Effective?

Allen Matkins on

Section 908 of the California Corporations Code provides that when a California corporation files a certificate of amendment, the articles of incorporation shall be amended in accordance with the certificate and any stock...more

Allen Matkins

Are Reverse Stock Splits Subject To Qualification In California?

Allen Matkins on

In this post published yesterday, John Jenkins discussed a proposed Nasdaq rule regarding notification and disclosure of reverse stock splits.  In light of John's post, I thought a brief refresher on California's treatment of...more

Paul Hastings LLP

Public Company Update: 2023 DGCL Amendments Now Effective

Paul Hastings LLP on

On August 1, 2023, the Delaware legislature’s most recent amendments to the Delaware General Corporation Law became effective. The amendments include a number of changes designed to simplify pertinent matters for Delaware...more

McDermott Will & Emery

ISS and Glass Lewis Update Proxy Voting Guidelines for 2019

McDermott Will & Emery on

Institutional Shareholder Services Inc. and Glass, Lewis & Co., LLC both recently issued their annual proxy voting guideline updates. As revised, these guidelines have important implications for companies preparing for the...more

Dechert LLP

Private Equity Newsletter - Summer 2015 Edition: SEC Charges Corporate Insiders for Failing to Update Beneficial Ownership...

Dechert LLP on

Enforcement actions raise potential disclosure concerns for private equity sponsors exploring investments in public companies - Earlier this year, the U.S. Securities and Exchange Commission (“SEC”) announced charges...more

Katten Muchin Rosenman LLP

Delaware Court of Chancery Restricts Board’s Ability to Subject Former Shareholders to New Bylaws

The Delaware Court of Chancery recently held, in a case of first impression, that a non-reciprocal fee-shifting bylaw cannot be applied to a claim brought by a former shareholder who had been cashed out of the company before...more

King & Spalding

Delaware Court Refuses To Enforce Fee-Shifting Bylaw Against Former Shareholder Who Was Cashed Out Before Its Adoption

King & Spalding on

The validity of corporate bylaws providing for fee-shifting in lawsuits brought by shareholders has become a hot topic in the shareholder litigation landscape. In the wake of the Delaware Supreme Court’s 2014 decision in ATP...more

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