News & Analysis as of

Voting Rights Board of Directors

Morrison & Foerster LLP

China’s Updated Company Law: Impacts on Shareholders’ Rights

China’s updated Company Law (the “new Law”) took effect on July 1, 2024. First promulgated on December 29, 1993, the PRC Company Law has undergone two substantial updates during its 30 years of development, the previous one...more

Foley & Lardner LLP

The Challenges and Benefits of Partial Exits

Foley & Lardner LLP on

As private equity (PE) firms and financial sponsors of all varieties look for ways to generate liquidity in today’s economic climate, partial exits are becoming a tool that some firms leverage to provide returns to investors....more

International Lawyers Network

Establishing a Business Entity in Spain (Updated)

1. TYPES OF BUSINES ENTITIES - 1.1 Description of the types of entities available in each jurisdiction through which to conduct business - • Limited companies: Corporation and Limited Liability Company - When...more

BCLP

UK Corporate Briefing - March 2024

BCLP on

Welcome to the Corporate Briefing, where we review the latest developments in UK corporate law that you need to know about. In this month’s issue, we discuss...more

Snell & Wilmer

Eighth Circuit Ends Private Enforcement of Key Provision of the Voting Rights Act

Snell & Wilmer on

The Voting Rights Act (“VRA”), a landmark civil rights law enacted in 1965, has frequently been used as an enforcement mechanism to strike down voting laws and procedures that discriminate against voters on the basis of race....more

Troutman Pepper

Delaware Court of Chancery Clarifies Fiduciary Limitations on Controlling Stockholder's Exercise of Voting Power

Troutman Pepper on

In a landmark decision, the Delaware Court of Chancery addressed, for the first time, the precise duties that a controlling stockholder owes, and the standard of review that will apply, when a controlling stockholder takes...more

DarrowEverett LLP

Lessons For Founders From Sam Altman’s Short-Lived OpenAI Ouster

DarrowEverett LLP on

We’ve all read countless headlines and articles about the removal and swift return of Sam Altman as CEO of OpenAI over the past several weeks. Simply put, the nonprofit board voted to remove Altman as a result of a...more

Allen Matkins

Abandoning Cumulative Voting Does Not Extend Term Of Office

Allen Matkins on

In November 2018, the citizens of Mission Viejo elected three persons to the City Council for two-year terms of office, rather than four years as prescribed by California Government Code section 57377.  This was done pursuant...more

Allen Matkins

Are Disparate Voting Rights Based On The Identity Of Holders Permitted?

Allen Matkins on

John Jenkins at DealerLawyers.com writes today about a decision by Vice Chancellor J. Travis Laster concluding that disparate voting rights based on the identity of the holders is permitted by the Delaware General Corporation...more

Eversheds Sutherland (US) LLP

Whose right is it? Impact of bankruptcy on lender's prepetition exercise of proxy rights

In In re CII Parent, Inc., the Bankruptcy Court for the District of Delaware affirmed a secured lender’s prepetition exercise of its proxy rights and its subsequent removal and replacement of the directors/managers of the...more

Farrell Fritz, P.C.

First Department Recognizes Cause of Action for Specific Performance of LLC Member Voting Agreement

Farrell Fritz, P.C. on

In 1941, two of the three shareholders of Ringling Bros.-Barnum & Bailey Combined Shows, Inc. entered into an agreement stating that they would vote their combined 630 of the outstanding 1000 shares of Ringling Bros. stock...more

Wilson Sonsini Goodrich & Rosati

Delaware Court of Chancery Issues Important Ruling for Multi-Class Companies Addressing Class Votes

Earlier today, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery issued an important ruling concluding that two companies with multiple classes of common stock were not required, under the Delaware statute,...more

International Lawyers Network

Establishing A Business Entity In Spain (Updated)

1. TYPES OF BUSINES ENTITIES - 1.1 Description of the types of entities available in each jurisdiction through which to conduct business - • Limited companies: Corporation and Limited Liability Company - When...more

International Lawyers Network

Establishing A Business Entity In Israel (Updated)

While there are a few different forms of “corporate” entities in Israel, this guide will focus on companies and partnerships as these are the entities that the non-Israeli businessman is most likely to set up or invest in if...more

Morgan Lewis

Update: New Decree Allows Certain Russian Companies to Remove Voting Rights of Minority Shareholders and Directors from Unfriendly...

Morgan Lewis on

Russian President Vladimir Putin adopted Decree No. 16 on January 17, allowing Russian companies to change their corporate decision-making so that minority shareholders from the so-called “unfriendly states” (or those...more

Fenwick & West LLP

Proxy Advisors Update Voting Guidelines for 2023 Focusing on Board Diversity, Officer Exculpation and ESG Oversight

Fenwick & West LLP on

Institutional Shareholder Services (ISS) and Glass Lewis, the leading proxy advisors in the United States, have announced updates and clarifications for their voting guidelines for the 2023 proxy season. Their voting...more

Allen Matkins

Voting Of Shares Held By Multiple Owners

Allen Matkins on

Shares can be held of record by multiple owners in a variety of ways, including as fiduciaries, members of a partnership, joint tenants, tenants in common, spouses as community property, tenants by the entirety, voting...more

Allen Matkins

Don't Go Out On A Limb And Seek Enforcement Of These Voting Agreements

Allen Matkins on

California has multiple types of nonprofit corporations.  The "Big Three" are the public benefit corporation, mutual benefit corporation and religious corporation.  The statutes applicable to these three entities are similar...more

McDermott Will & Emery

Concentration en France : L’autorité De La Concurrence Rappelle Avec Force Qu’anticiper N’est Pas Jouer

McDermott Will & Emery on

Par une décision en date du 12 avril 2022, l’Autorité de la concurrence (l’« Autorité ») a sanctionné la Compagnie Financière Européenne de Prises de Participation (la « Cofepp ») à hauteur de 7 millions d’euros, pour avoir...more

International Lawyers Network

Establishing A Business Entity In Spain (Updated)

1. TYPES OF BUSINES ENTITIES - 1.1 Description of the types of entities available in each jurisdiction through which to conduct business - Limited companies: Corporation and Limited Liability Company - When...more

International Lawyers Network

Establishing A Business Entity In Israel (Updated)

While there are a few different forms of “corporate” entities in Israel, this guide will focus on companies and partnerships as these are the entities that the non-Israeli businessman is most likely to set up or invest in if...more

Stinson - Corporate & Securities Law Blog

ISS Publishes Proposed Changes for 2022 for Comment

ISS has published proposed policy changes for 2022 for public comment. The following summarizes proposed changes for the U.S. market....more

Gray Reed

Compelling Justification Required when Interfering with Stockholder Voting Rights

Gray Reed on

The Coster v. UIP Companies, Inc. decision provides a framework for evaluating stockholder disenfranchisement claims.  Directors should carefully consider how, and under what conditions, they will take actions that dilute...more

Farrell Fritz, P.C.

Stop the Vote: Injunction Halts Shareholders Meeting Pursuant to Courts’ Broad Power to Review Corporate Elections

Farrell Fritz, P.C. on

The right of shareholders to elect a corporation’s directors is one of the most valuable rights attendant to share ownership.  Election of directors is where shareholders can directly exert their influence on the corporation,...more

Cadwalader, Wickersham & Taft LLP

Blasius Is Alive and Well in Delaware: Delaware Supreme Court Chides Chancery for Turning Away Stockholder’s Claims Without...

Despite being one of the more well-known doctrines in corporate law, the rule articulated in Blasius—that directors who act with the primary purpose of interfering with a stockholder vote must have a compelling justification...more

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