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Goodwin Procter LLP
With annual meeting season having concluded for calendar year-end companies, some companies are contemplating holding special meetings for various proposals that cannot wait until next year's annual meeting.
Allen Matkins Leck Gamble Mallory & Natsis LLP
Both the California General Corporation Law and the California Revised Uniform Limited Liability Company Act include provisions granting shareholders/members the right to avoid a dissolution...
Blank Rome LLP
Restructuring & Insolvency Comparative Guide for the jurisdiction of United States, check out our comparative guides section to compare across multiple countries
Cooley LLP
This proxy season, companies saw more shareholder proposals than in the past, a change that has been widely attributed to actions by the SEC and its Division of Corporation Finance that had the effect of making exclusion of ...
Peckar & Abramson PC
When a LLC or closely-held corporation is thriving and everyone is doing well, there may not be friction or infighting.
Allen Matkins Leck Gamble Mallory & Natsis LLP
The Securities and Exchange Commission recently proposed amendments that would purportedly "update certain substantive bases for exclusion of shareholder proposals" under its shareholder...
Shearman & Sterling LLP
On July 27, 2022, Senators Manchin and Schumer announced that they agreed to a proposed reconciliation package, the Inflation Reduction Act of 2022, H.R. 5376 (the "Bill").
Thompson Coburn LLP
The Securities and Exchange Commission (SEC) recently proposed three amendments to Rule 14a-8 under the Securities Exchange Act of 1934, which governs what proposals made by a public company's shareholders...
Jones Day
Section 510(b) of the Bankruptcy Code provides a mechanism designed to preserve the creditor/shareholder risk allocation paradigm by categorically subordinating claims asserted against a debtor...
Goodwin Procter LLP
The state of Delaware recently amended the Delaware Statutory Trust Act to adopt a control share acquisition statute (the "Control Share Statute") as an anti-takeover defense.
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...
Proskauer Rose LLP
The "golden parachute" excise tax regime under Internal Revenue Code Sections 280G and 4999 ("Section 280G" and "Section 4999", respectively) is at the core of both public and private...
Cooley LLP
Independent board chairs may no longer be absolutely de rigueur from a corporate governance perspective—even ISS has a somewhat nuanced view on the subject...
Cahill Gordon & Reindel LLP
On July 13, 2022, the Securities and Exchange Commission proposed amendments to Rule 14a-8 under the Securities Exchange Act of 1934, as amended.
ORBA
Here is an update on the DOL's proposed rule as we seek to help plan sponsors understand their potential new responsibilities when considering ESG investments.
Mayer Brown
Shareholders in the Revlon bankruptcy have asked that an official committee of equityholders, not affiliated with the debtor-retailer's majority owner Ron Perelman, be appointed in the case.
Cooley LLP
The SEC is soliciting comments on the proposed rules, which passed by SEC commissioner votes of 3 to 2 along party lines.
Dinsmore & Shohl
Anyone who thinks that the environmental, social and governance (ESG) movement is just a human resources trend, environmentalist crusade or a do-gooders' investment plan...
WilmerHale
Governor Newsom recently signed Senate Bill 54 ("SB 54"), heralding an unprecedented commitment to reducing plastic production and consumption in California.
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").
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