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Debevoise & Plimpton
This issue of the Debevoise & Plimpton Special Committee Report surveys corporate transactions announced during the period from January through June 2022 that used special committees...
Debevoise & Plimpton
On July 27, 2022, the Securities and Exchange Commission ("SEC") separately charged three financial institutions with violations of Rule 201 of Regulation S-ID ("Reg S-ID")...
Proposed DGCL Amendment—Exculpation Of Senior Corporate Officers For Breach Of Fiduciary Duty Claims
Kutak Rock LLP
Earlier this year, the Council of the Corporation Law Section of the Delaware State Bar Association ("Council") announced its annual proposed amendments to the Delaware General Corporation Law...
Jones Day
The Situation: With the rise of litigation and regulatory activity relating to environmental, social, and governance ("ESG") issues...
Jones Day
The Situation: The Securities and Exchange Commission ("SEC") adopted amendments that will mandate the electronic submission of certain...
Allen Matkins Leck Gamble Mallory & Natsis LLP
Yesterday, John Jenkins wrote about Delaware's decision to amend Section 102(b)(7) to permit the exculpation corporate officers. Until now, Delaware only permitted the certificate...
Proskauer Rose LLP
In a previous alert, we covered the Delaware Chancery Court's decision in Stream TV Networks last year. After Stream TV's independent directors negotiated a consensual transfer...
Morris James LLP
The Delaware Court of Chancery's April 27 Tesla Motors opinion likens some decisions to "parables"—stories that illustrate important lessons.
Fisher Broyles
In the decision of Deann M. Totta, et al. v. CCSB Financial Corp., C.A. No. 2021-0173-KSJM (Del. Ch. May 31, 2022), the Court of Chancery held that the board of directors of Defendant, CCSB Financial Corp. ("CCSB").
Cooley LLP
With regulators in the U.S. and around the world looking hard at the possibility of imposing sustainability disclosure requirements, and investors and other stakeholders continuing to focus on sustainability...
Jones Day
The enduring COVID-19 pandemic continued to impact corporate governance practices and trends in 2021, while other notable developments, including a surge in shareholder proposals, changes to the proxy rules, ...
Allen Matkins Leck Gamble Mallory & Natsis LLP
Section 558.1 of the California Labor Code provides that a "person acting on behalf of an employer" may be liable "as the employer" for violating, or causing to be violated, any provision...
Allen Matkins Leck Gamble Mallory & Natsis LLP
Section 310 of the California Corporations Code concerns two different types of contracts or transactions.
Mintz
This article is geared towards founders who have an idea for a mission-driven business and want to know what to do next.
Jones Day
Over the last year, federal district courts have begun to evaluate motions to dismiss SPAC-related securities claims.
Allen Matkins Leck Gamble Mallory & Natsis LLP
While the California General Corporation Law contemplates that corporations will have bylaws but does not explicitly require that they do. See Are Bylaws Required? In my experience...
IR Global
For many companies seeking to raise capital, an important 9th circuit case is illustrative of what exactly constitutes actionable puffery, which would generally constitute a...
Cooley LLP
After the murder of George Floyd in 2020 and the national protests that it triggered, many of the country's largest corporations expressed solidarity and pledged support for racial justice...
Cahill Gordon & Reindel LLP
The Delaware State Bar Association has provided recommendations to the Delaware General Assembly for several amendments to the Delaware General Corporation Law ("DGCL")...
Debevoise & Plimpton
In BW Legal Services Limited v Glassdoor Inc [2022] EWHC 979 (QB) the High Court considered whether the requirements for valid service had been met when the Claimant served a company—whose headquarters were in San Francisco—care of a London company, GGL, within the same group.
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