United States: Corporate Governance

Joint ventures often look straightforward on paper: two (or more) parties form a new business to pursue a shared opportunity. In practice, many JVs succeed or fail based on a more basic question—who is actually doing...

For decades, U.S. securities regulation has treated foreign private issuers with 'home country deference,' but this approach is now giving way to 'domestication'—a move to align these issuers with U.S. reporting norms. This paper examines whether recent SEC remarks and actions mark a fundamental shift in regulatory priorities, exploring the rationale behind this hypothesis and what it might mean for foreign issuers accessing U.S. capital markets.

The Delaware Court of Chancery has issued its first decision applying the recently amended Section 144 of the DGCL, establishing a heightened presumption of director disinterestedness that extends beyond conflicted transaction safe harbors. The ruling clarifies that common allegations such as overlapping board service, business relationships, and minority co-investments will not suffice to rebut this presumption without substantial and particularized facts showing a disabling conflict.