The Securities and Exchange Commission adopted rule and form amendments that will require institutional investment managers who file Form 13F to use Form N-PX to report how they voted proxies on executive compensation (or...more
As reported throughout the trade press, alcohol beverage companies are facing escalating pressure from unions and the National Labor Relations Board (or NLRB, the federal agency that enforces labor laws against both unionized...more
The Situation: When the Delaware Supreme Court decided Kahn v. M&F Worldwide Corp. (MFW) in 2014 (88 A.3d 635 (Del. 2014)), it provided a pathway for business judgment review for "freeze-out" merger transactions involving...more
The Background: After unsuccessfully trying to convince the special committee not to implement a plan to liquidate a business line, which the controlling stockholder believed would destroy value, the controlling stockholder...more
When do controlling stockholders, exercising their voting power or selling stock, owe fiduciary duties to a Delaware corporation and its minority stockholders? This thorny question in corporate law may have a new answer...more
In a landmark decision, In re Sears Hometown & Outlet Stores, Inc. Stockholder Litigation,1 the Delaware Court of Chancery held that a controlling stockholder did not breach his fiduciary duties when he amended company bylaws...more
As we have been discussing in prior updates, the bankruptcy case of Celsius Network LLC is reaching an important milestone as most creditors now have the ability to vote on the Plan of Reorganization proposed by the Debtors...more
The third installment in a multi-part series looking at the new Corporate Transparency Act discusses the Act’s definition of “beneficial owners”, a concept at the heart of the new law. The new Corporate Transparency Act and...more
Natural persons and legal entities are potentially jointly and severally liable for all of a decentralized autonomous organization's (DAO) violations of the Commodity Exchange Act (CEA) and Commodity Futures Trading...more
Rule amendments, if adopted, would substantially shorten filing deadlines for initial and amended Schedules 13D and 13G, as well as increase the number of securityholders required to file Section 16(a) reports (Forms 3, 4,...more
In Hollywood Firefighters’ Pension Fund v. Malone Inc., C.A. No. 2020-0880-SG (Del. Ch. Nov. 18, 2021), the Delaware Court of Chancery awarded a US$9.35 million mootness fee on the ground that a preliminary injunction...more
Arizona's new Limited Liability Company Act (the "New Act"), which goes into effect for all Arizona LLCs on September 1, 2020, and already governs limited liability companies (each an "LLC") formed on or after September 1,...more
Under Delaware law, indirect controllers of a Delaware limited liability company (“LLC”) can owe limited fiduciary duties to the LLC and its members if they exert control over the LLC’s assets, unless those duties are clearly...more
As discussed in our earlier Viewpoints advisory, the New York Stock Exchange temporarily allowed NYSE-listed companies to complete certain capital raising transactions involving related party issuances or the issuance of 20%...more
On July 2, 2020, the Securities and Exchange Commission (the “SEC”) approved, with immediate effectiveness, the New York Stock Exchange’s (“NYSE”) proposal to extend its waiver of the shareholder approval requirements set...more
ISS has launched a new specialty Climate Voting Policy. Other specialty voting policies maintained by ISS include SRI, Sustainability, Faith-Based, Taft-Hartley, and Public Fund policies....more
The California General Corporation Law defines a "subsidiary" of a specified corporation to be a "corporation shares of which possessing more than 50% of the voting power are owned directly or indirectly through one or more...more
Yesterday's post raised the question whether California Corporations Code Section 400(a) precludes tenured voting. That statute requires that all shares of any one class have the "same voting, conversion and redemption...more
A recent post by Broc Romanek linked to a MarketWatch article critiquing the new Long Term Stock Exchange. The article mentions that "The LTSE has also proposed 'long-term voting rights,' wherein a shareholder’s voting power...more
Research by Lucian A. Bebchuk, Harvard Law School, and Scott Hirst, Boston University School of Law, indicates three key index fund advisors could cast 34% of votes in the next decade at S&P 500 companies, and about 41% of...more
This week, I have been writing about Section 308 of the California Corporations Code. Subdivision (b) of the statute authorizes the Superior Court to appoint one or more provisional directors when "the shareholders of a...more
The filing requirements and liability provisions under Sections 13(d) and 16 of the Exchange Act continue to challenge hedge funds, due to sometimes opaque law and complex trading patterns. Although the requirements under...more
On July 26, 2018, Vice Chancellor Glasscock of the Delaware Court of Chancery denied in part and granted in part Defendants’ motion to dismiss in Sciabacucchi v. Charter Communications Corporation et al....more
The 26th Amendment to the United States Constitution provides: "The right of citizens of the United States, who are 18 years of age or older, to vote, shall not be denied or abridged by the United States or any state on...more
If stubborn conviction is the hallmark of a successful entrepreneur, then Debbie Sterling is destined for greatness. As she builds a multimedia empire aimed at “reinventing girlhood as we know it,” she’s been paving her own...more