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Searching Content indexed under Corporate Governance by Alan Stone ordered by Published Date Descending.
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Corporate Governance Group Client Alert: Deferential Business Judgment Rule Applied To Third Party Acquisition Of Target With A Controlling Stockholder
Court of Chancery determines that the use of both a special committee and majority-of-the-minority vote will result in application of the business judgment rule.
United States
12 Aug 2013
2
Court Of Chancery Holds That Forum Selection Bylaws Are Statutorily And Contractually Valid
A Delaware Supreme Court, decision, which increases the legal coverage for boards looking to adopt forum selection bylaws because they share defendants' beliefs that multiforum litigations impose "high costs" on the corporation and hurt investors by causing costs to be borne by stockholders that are not "justified by rational benefits for stockholders from multiforum filings".
United States
10 Jul 2013
3
Deferential Business Judgment Rule Can Apply To Going Private Transactions With Controlling Stockholders
Court of Chancery determines that the use of both a special committee and majority-of-the-minority vote will result in application of the business judgment rule.
United States
12 Jun 2013
4
NetSpend Board In Breach Of "Revlon" Duties As Sale Process Is Determined Not To Be Designed To Produce Best Price
In a highly contextual decision on a motion for a preliminary injunction, Vice Chancellor Glasscock recently held in Brenda Koehler v. NetSpend Holdings Inc. et al that the Board of Directors of NetSpend Holdings, Inc. failed to satisfy its Revlon duties when agreeing to be acquired by Total System Services, Inc.
United States
11 Jun 2013
5
Amendments Proposed To The Delaware General Corporation Law, Including An Amendment To Streamline Back-End Mergers
The Council of the Corporation Law Section of the Delaware State Bar Association recently proposed several key amendments to the Delaware General Corporation Law that if adopted would, among other things, (i) streamline back-end corporate mergers, effectively eliminating the need for "top up" options, and (ii) create a mechanism by which corporations could ratify corporate actions once considered "void" and incapable of ratification under Delaware law. If
United States
18 Apr 2013
6
Delaware Court Refuses Stockholders’ Call For Preliminary Injunction Of Tender Offer - Determines That Sales Process Was Reasonable And Disclosures Were Adequate
In "In Re Micromet, Inc. Shareholders Litigation", the Delaware Court of Chancery recently reconfirmed that it will not second guess the process used by a target company’s board of directors in connection with a sale of the company, so long as that process is one that does not have the effect of unreasonably deterring prospective bidders.
United States
27 Apr 2012
7
Stockholder Granted Access To Books And Records Of Company Accused Of Fraud
In several decisions handed down over the last two years, the Delaware Court of Chancery has demonstrated its willingness to resolve disputes over demands for access to corporate books and records in favor of the requesting stockholder.
United States
27 Feb 2012
8
Delaware Court Of Chancery Dismisses Derivative Action Brought Against Goldman Sachs Directors
Rejects claims relating to board’s countenance of Goldman’s "pay for performance" compensation philosophy and alleged failure to oversee "risky use of Goldman’s assets"
United States
16 Nov 2011
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