Business Law and Corporate Law

Nearly every venture financing produces a set of core documents: an amended charter, a stock purchase agreement, an investors’ rights agreement, a voting agreement, and a right of first refusal and co-sale agreement. Those documents are negotiated by the company and the lead investor and apply to everyone in the round, and often to existing investors as well. Often, though, an individual investor asks for something extra, such as a management rights letter or another type of side letter.

A Delaware Chancery Court dismissed derivative claims against biotech company directors and stockholders, ruling that a plaintiff failed to adequately plead breach of fiduciary duty in connection with an abandoned IPO and subsequent litigation settlement. The decision reinforces the business judgment rule's protection for directors and clarifies that stockholder disagreement with board decisions does not overcome the presumption of good faith, while also addressing the rights of directors to resign and the

A Delaware Court of Chancery decision examines whether a board of directors properly rejected an activist investor's director nominations in a proxy contest involving a Bitcoin-holding company. The case tests the boundaries of bylaw interpretation and board authority when an activist fund sought to nominate a full slate of directors amid concerns about potential asset liquidation and undisclosed conflicts of interest.