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
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
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
Section 800(b)(1) of the California Corporations Code imposes the following standing requirement for derivative lawsuits...more
I came across a recent preliminary proxy filing that described the vote required for approval of a new equity compensation plan as "the affirmative vote of a majority of the shares of common stock present and voting on the...more
The Background: On June 4, 2018, a draft law designed to substantially reform the Belgian Companies Code was submitted to the Belgian Parliament for review ("New Companies Code"). The Result: The New Companies Code seeks...more
The S&P Dow Jones and FTSE Russell indices recently took actions designed to exclude companies with multi-class share structures from several of the most prominent market indices. On July 31st, S&P Dow Jones announced that...more
If you are a year-end U.S. public company, your second fiscal quarter has recently come to an end, which means that it’s time to calculate your public float to see if your reporting status has changed. Here are a few things...more