United States: Shareholders

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Business law and corporate law thought leadership, articles, podcasts, videos and webinars from expert sources across the legal world. Explore insights covering topics that involve business and corporate law produced by specialists working in this area every day.

Delaware Forum Selection Clause Binds California Shareholders

The authors examine the potential impacts of the ruling on corporate governance, litigation strategy and contractual certainty, and highlight public policy questions that remain unresolved in the wake of the decision.

United States Commercial

W

WilmerHale

SEC Updates Eighth Circuit On Climate Disclosure Rules

On July 23, 2025, the Securities and Exchange Commission ("SEC") provided a status update on the SEC's climate disclosure rules in the litigation currently pending in the U.S.

United States Commercial

GP

Goodwin Procter LLP

Proxy Advisors Glass Lewis And ISS Continue Fight Against State Attorney General Challenges To "Nonfinancial" Advice In Challenge Of Texas Law

Over the past several months, Missouri and Florida have gone on the offensive against the nation's largest proxy advisors related to what they deemed "radical" agendas in providing proxy advice.

United States Commercial

CM

Crowell & Moring LLP

Choosing Your State Of Incorporation

In the wake of headline-grabbing redomiciles many executives are reevaluating whether to form or maintain their companies in Delaware or to look instead...

United States Commercial

FH

Foley Hoag LLP

Pryor Cashman Represents Wilmington Savings Fund Society, FSB, In $1.35B Secured Credit Facility For Mallinckrodt–Endo Merger

United States Commercial

PC

Pryor Cashman LLP

Initial Public Offerings Laws And Regulations 2025 – USA

United States Commercial

ML

Milbank LLP

Private Equity Access For Retail Investors

United States Commercial

LS

Luther S.A.

D.C. Circuit Invalidates SEC's Proxy Advisor Disclosure Rule, Finding Proxy Advisory Voting Advice Is Not "Solicitation"

United States Commercial

CG

Cahill Gordon & Reindel LLP

Corporate Transactions: Best Practices For Successful Deals

United States Commercial

SH

Scarinci Hollenbeck LLC

Court Of Appeals Again Bolsters Internal Affairs Doctrine, This Time Clipping Derivative Suits Brought On Behalf Of Foreign Corporations

United States Commercial

FF

Farrell Fritz, P.C.

Texas Passes Landmark Law Regulating Proxy Advisors: What Companies Need To Know

United States Commercial

AG

Akin Gump Strauss Hauer & Feld LLP

One Big Beautiful Bill Act Expands Gain Exclusion For Qualified Small Business Stock

United States Tax

SH

Stites & Harbison PLLC

Texas Proxy Law Faces Legal Pushback From ISS, Glass, Lewis

United States Commercial

D

Dechert

Checklist For Protecting Next-Generation Minority Owners In A Family Business

United States Commercial

RB

Reinhart Boerner Van Deuren s.c.

Protectionism Or Free Trade?

United States International

BG

Braumiller Law Group, PLLC

Is The Economy Shifting? Ankura's July 2025 U.S. Economic Tracker Reveals Key Trends

United States Strategy

AC

Ankura Consulting Group LLC

CTPAT: An Anchor For Weathering The Trade Storms

United States International

BG

Braumiller Law Group, PLLC

Workplace Violence: Why Employers Can't Afford To Ignore The Warning Signs

United States Employment

OK

Offit Kurman

Citizenship Updates: Nationwide Injunctions Affecting Birthright Citizenship Limited And New DOJ Priorities To Denaturalize U.S. Citizens

United States Immigration

Gs

Green and Spiegel

ISS Launches Annual Global Benchmark Policy Survey

On July 24, 2025, Institutional Shareholder Services (ISS) announced the launch of its Annual Global Benchmark Policy Survey.

Worldwide Commercial

GP

Goodwin Procter LLP

Understanding Financial Statements: The Complete Guide For Businesses And Individuals

Understanding financial statements is a fundamental skill for business owners, investors, and anyone who wants to make informed financial decisions about a company or organization.

United States Commercial

MG

MGO CPA LLP

Securities And Exchange Commission (SEC) To Review Eligibility Requirements For Foreign Private Issuers

Latin American companies with securities registered in the United States, or with plans to register securities in the United States, take note. The SEC has issued a "concept release" suggesting measures and seeking...

United States Commercial

PR

Proskauer Rose LLP

The Texas Stock Exchange: A New Era For Public Markets In The Lone Star State

Move over Wall Street, here comes Y'all Street. The Texas Stock Exchange (TXSE) is set to launch in Dallas, Texas with plans to begin trading in the second half of 2026, according to people familiar with the matter.

United States Commercial

GT

Greenberg Traurig, LLP

Qualified Small Business Stock Benefits Expanded Under The One Big Beautiful Bill Act

United States Tax

BC

Bryan Cave Leighton Paisner

Texas Business Organizations Code: Key Amendments Under SB 29

United States Commercial

GT

Greenberg Traurig, LLP

Updates To Exchange Act Section 13(d) And 13(g) Compliance And Disclosure Interpretations

United States Commercial

MB

Mayer Brown

Qualified Small Business Stock Benefits Expanded In New Tax Bill

United States Commercial

JD

Jones Day

Highlights Of Significant Tax Provisions Of The One Big Beautiful Bill Act

United States Tax

PC

Pryor Cashman LLP

Ambush At The AGM – Notice Requirements For Listed Companies In The Digital Age

United States Commercial

BP

Baker & Partners

Texas Senate Bill 2337: New Proxy Advisor Regulations Seek To Protect Shareholder Value Of Texas Companies

United States Commercial

GT

Greenberg Traurig, LLP

Second Circuit: Rejects Novel Theory Of Liability For Short-Swing Profits Under Section 16(b)

United States Commercial

ST

Simpson Thacher & Bartlett

The One Big Beautiful Bill Act Analysis Series: Expanded §1202 Gain Exclusion For Founders, Investors And Startup Owners

United States Tax

RB

Reinhart Boerner Van Deuren s.c.

Plain Speaking Wins The Day At The D.C. Circuit: Proxy Advisors Are Not Subject To SEC Section 14(a) Solicitation Prohibition Rule

United States Commercial

SM

Sheppard Mullin Richter & Hampton

Texas Senate Bill 2337: New Proxy Advisor Regulations Seek To Protect Shareholder Value Of Texas Companies

The 89th Texas Legislature passed Senate Bill (S.B.) 2337, "Relating to the Regulation of the Provision of Proxy Advisory Services" (the Act), which introduced new regulations governing proxy advisors...

United States Commercial

GT

Greenberg Traurig, LLP

Second Circuit: Rejects Novel Theory Of Liability For Short-Swing Profits Under Section 16(b)

On May 23, 2025, the Second Circuit affirmed the dismissal of two lawsuits1 brought by a shareholder seeking to impose Section 16(b)2 liability by pairing sales of outstanding shares made by controlling shareholders with share repurchases by corporations they control.

United States Commercial

ST

Simpson Thacher & Bartlett

The One Big Beautiful Bill Act Analysis Series: Expanded §1202 Gain Exclusion For Founders, Investors And Startup Owners

On July 4, 2025, President Trump signed the One Big Beautiful Bill Act (the OBBBA) into law. As part of our One Beautiful Bill Act Analysis Series, this alert explains the expansion of the section 1202...

United States Tax

RB

Reinhart Boerner Van Deuren s.c.

Plain Speaking Wins The Day At The D.C. Circuit: Proxy Advisors Are Not Subject To SEC Section 14(a) Solicitation Prohibition Rule

The United States Court of Appeals for the District of Columbia Circuit recently held that the Securities and Exchange Commission ("SEC") and the securities industry were effectively "separated by a common language."

United States Commercial

SM

Sheppard Mullin Richter & Hampton

SEC Statement On Disclosure Best Practices For Crypto Asset ETFs

United States Technology

MB

Mayer Brown

Takeover Panel Consultation And New Practice Statements

The Takeover Panel has published a consultation paper on dual class share structures, IPOs and share buybacks.

United States Commercial

BC

Bryan Cave Leighton Paisner

Texas Enacts Business-Friendly Reforms In Bid To Dethrone Delaware's Corporate Dominance

The Texas Legislature recently has taken Texas-sized steps intended to make the state a more attractive place for companies to form, reincorporate, or relocate...

United States Commercial

JD

Jones Day

Texas Adopts Further Legislation In Push To Attract Corporations

On June 23, 2025, Gov. Abbott signed in to law additional updates to Texas' corporate and legal framework as part of the state's continued focus on competing with Delaware as the "jurisdiction of choice" in which to domicile public and private business organizations.

United States Commercial

ST

Simpson Thacher & Bartlett

California Court Of Appeal Holds That Derivative Litigation Settlement Procedural Rules Apply Even In Intra-Shareholder Suits In Closely Held Companies

In Norman v. Strateman, No. A170356, 2025 WL 1802786 (Cal. App., 1st Dist., June 20, 2025), the California Court of Appeal held that a settlement of derivative claims...

United States Commercial

SM

Sheppard Mullin Richter & Hampton

Structuring Share Repurchases: Rule 10b‑18 And Rule 10b5‑1 Applied To Open‑Market Share Repurchase Programs, Accelerated Share Repurchase Transactions And Enhanced Open‑Market Share Repurchase Transactions

United States Commercial

CS

Cravath, Swaine & Moore LLP

Active Shooter Incidents, Part I: Beyond The Statistics To Practical Workplace Violence Insights (Podcast)

United States Employment

OD

Ogletree, Deakins, Nash, Smoak & Stewart

Amidst SEC's Review Of Regulation A, The SEC Staff Grants Reporting Obligations Relief

United States Commercial

GP

Goodwin Procter LLP

California Federal Court Holds Exception To I V. I Exclusion Restores Coverage For D&O Claim Based On Dilution Of Shares

United States Insurance

WR

Wiley Rein

The Benefits Of Recognizing Personal Goodwill In A Transaction With Shareholder Physicians – Part 2

United States Commercial

AC

Ankura Consulting Group LLC

Fourth Circuit: "Bump-Up" Exclusion Applies When Settlement Seeks To Cure Harms Associated With Undisclosed Conflict Of Interest During Merger Transaction

United States Commercial

WR

Wiley Rein

Shareholder Activism In The REIT Sector: An Evolving Landscape

United States Finance

GP

Goodwin Procter LLP

Texas Enacts New Law To Regulate Proxy Advisory Firms

United States Commercial

JD

Jones Day

Oregon Enacts Limitations On PE Investment In Physician Practices

United States Commercial

TS

Taft Stettinius & Hollister

US Securities And Exchange Commission "Concept Release" On The Definition Of "Foreign Private Issuer"

United States Commercial

KL

Herbert Smith Freehills Kramer LLP

Texas Legislation Regulating Proxy Advisory Firms Effective September 1st

United States Commercial

GP

Goodwin Procter LLP

SEC Investigations: A Primer

United States Commercial

WS

Winston & Strawn LLP

Texas Targets Proxy Advice Based On Nonfinancial Factors With SB 2337

United States Commercial

B

Bracewell

The SEC's Cyber Disclosure Rules: Compliance Strategies And Pitfalls – A Litigator's Perspective

United States Technology

C

Caldwell

"They Will Thank Me In The Long Run": Court Of Appeal Considers Good Faith Obligations And Fiduciary Duties Of Directors In Relation To Shareholder Exit Provisions

United States Litigation

GP

Goodwin Procter LLP

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Latest Videos

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Sounding Board: Shareholder Engagement (Video)

MB

Mayer Brown

The World's Top Businesses Do These 4 Things To Thrive In Turbulent Times (Video)

A

AlixPartners

Board Diversity (Video)

AP

Arnold & Porter

Tales From The Trenches – Venture Capital Term Sheets 101 (Part2) (Video)

FL

Foley & Lardner

WilmerHale Partner Daniel Zimmermann: What Are Founders' Shares (Video)

W

WilmerHale

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