The U.S. Department of Commerce’s Bureau of Economic Analysis (BEA) administers a survey every five years to collect information from U.S. persons that hold, directly or indirectly, at least 10% of the voting interest in a...more
Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on...more
The Cozen Lens - · Despite polls showing a tied race and local laws preventing the quick processing of early and absentee ballots in a handful of key states, there are notable signals to watch on Election Night for early...more
Irrevocable trusts can be effective for estate planning, but they can also create problems. This blog post will draw lessons from the case of Rupert Murdoch, the billionaire owner of Fox News and News Corporation, who is...more
The Italian legislature enacted new measures , effective from March 27, 2024, to attract new investors to the Italian capital markets and rationalize corporate governance dynamics (the "Capital Markets Law")....more
Dissent rights, entrenched in most provincial corporate statutes, grant shareholders the power to contest significant corporate changes and compel the corporation to repurchase their shares at a fair market value. Central to...more
Recently, in Colon v. Bumble, the Delaware Court of Chancery held that certain provisions in the charter of Bumble, Inc. (Bumble), which contemplated that each share of stock carried either one vote or 10 votes depending upon...more
A recent opinion from the Delaware Court of Chancery reaffirmed a Delaware corporation’s ability to create a class of stock with voting power that is based on a formula in the certificate of incorporation (Charter) or on...more
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
Under the California General Corporation Law, a shareholder whose shares are pledged is entitled to vote those shares until the shares have been transferred into the name of the pledgee. Cal. Corp. Code § 702(c). There are...more
On December 27, 2022, Vice Chancellor Morgan T. Zurn of the Delaware Court of Chancery substantially granted plaintiff’s motion for summary judgment in an action seeking attorneys’ fees. Garfield v. Boxed, Inc., No....more
The past year has seen many companies entering into the metaverse, including by buying land. For some metaverses, particularly ones that have a decentralized autonomous organization (DAO), the ownership of land, assets and...more
In Flannery v. Genomic Health, Inc., et al. (C.A. No. 2020-0492-JRS (Del. Ch. Aug. 16, 2021)), the Delaware Chancery Court made three key holdings regarding a merger involving mixed consideration of 58 percent stock and 42...more
FERC issued a Notice Seeking Comments on March 18 on its proposal to collect additional data from market-based rate (MBR) Sellers whose ultimate upstream affiliate(s) own their voting securities under a Federal Power Act...more
Corporate governance practices vary significantly among public companies. This is a reflection of many factors, including: • Differences in the stage of development of companies, including the relative importance placed on...more
As the pandemic continues to change the economic landscape, financial services companies and investors may be looking to make strategic acquisitions. Among the numerous business and legal considerations that go into those...more
The Foregoing - In March 2018, Blake B. Hartman, a founder of BigInch Fabricators & Construction Holding Company, was involuntarily terminated as an director and officer. The involuntary termination triggered the...more
On July 23, 2020, the French government issued decree nº 2020-892 of July 22, 2020 (the Decree), and a ministerial order of the same date (together, the Interim Rules), which lowered the applicable threshold that triggers...more
The president of the Republic of Kazakhstan recently signed the law, On Introduction of Amendments and Additions to Certain Legal Acts of the Republic of Kazakhstan on Matters Related to Improvement of Investment Climate,...more
Investors in Japanese-listed companies have traditionally taken a passive approach to their investments, in part because Japanese business culture have long held an unfavorable view toward investors making demands or voicing...more
There are a variety of forms that equity compensation can take, but the two most prevalent in the startup environment when the startup is a corporation are restricted stock and stock options. Many new entrepreneurs are...more
In a recent decision arising out of the sale of Cablevision, the Delaware Court of Chancery issued important guidance regarding the interplay between what are commonly regarded as boilerplate merger agreement provisions and...more
Section 800(b)(1) of the California Corporations Code imposes the following standing requirement for derivative lawsuits...more
In July 2015, Toshiba Corporation (“Toshiba”) revealed that it had overstated its profits by billions of dollars. As a result, Toshiba implemented a plan to sell a subsidiary to Canon Inc. (“Canon”). In March 2016, Toshiba...more
Implements 2018 Proposed Regulations, ending most limitations on investments in U.S. property, as well as pledges and guarantees by CFCs wholly-owned by U.S. corporations – also provides PTI guidance for CFC shareholders. ...more