In ruling in favor of the plaintiff, the Court, in a 200-page opinion authored by Chancellor Kathaleen McCormick, determined that the Grant constituted a conflicted-controller transaction on the grounds...
The Delaware Court of Chancery, in Palkon v. Maffei, et al., C.A. No. 2023-0449-JTL (Del. Ch. Feb. 20, 2024), determined that a reduction in the liability exposure...
On January 17, 2024, the Delaware Supreme Court issued a significant ruling in In re Fox Corp./SNAP Inc. Section 242 Litigation...
Institutional Shareholder Services (ISS) and Glass Lewis, the leading proxy voting advisory firms in the United States, have announced updates and clarifications for their voting guidelines for the U.S.
When serving on a nonprofit board, directors are required by state law to discharge certain fiduciary duties, including the duties of care and loyalty.
Duane Morris LLP
Much ink will be spilled in the circles of corporate law about Chancellor McCormick's blockbuster opinion in Tornetta v. Musk, C.A. No. 2018-0408-KSJM .
A Tesla stockholder sued Tesla's board of directors to rescind a performance-based stock option grant awarded to Elon Musk, Tesla's CEO. T
Brown Rudnick LLP
Corporate governance is a set of rules, practices, and processes designed to protect the interests of all stakeholders in a company, including shareholders, employees...
Sheppard Mullin Richter & Hampton
Beginning on January 1, 2024, the Corporate Transparency Act (the "CTA") requires each domestic and foreign entity that qualifies as a "reporting company" to file a Beneficial Ownership...
As we discussed last week, most Missouri HOAs and COAs are organized as nonprofit corporations that have not applied for, and may not be eligible for, tax-exempt status under Internal Revenue Code Section 501(a).
This article presents the exit and termination provisions that may assist parties in the event an investor/member in a joint venture is looking to exit or terminate their relations.
Shearman & Sterling LLP
On January 30, 2024, Judge Susan Illston of the United States District Court for the Northern District of California granted with leave to amend a motion to dismiss a putative securities class action against a battery company and its directors and officers.
Arnold & Porter
On January 24, the SEC adopted its final rule (the Final Rule) with respect to special-purpose acquisition companies (SPACs) and mergers of SPACs with private businesses that result in the private...
Kramer Levin Naftalis & Frankel LLP
On Jan. 24, 2024, the Securities and Exchange Commission (SEC) adopted final rules that significantly expand disclosure and other requirements for initial public offerings (IPOs)...
Holland & Knight
The U.S. Securities and Exchange Commission (SEC or Commission) recently adopted final rules and amendments (SPAC Rules)...
Jenner & Block
When do controlling stockholders, exercising their voting power or selling stock, owe fiduciary duties to a Delaware corporation and its minority stockholders?
Goodwin Procter LLP
On 22 January 2024, the Financial Reporting Council (the FRC) published revisions to the UK Corporate Governance Code (the 2024 UKCGC), replacing the 2018 version...
Hughes Hubbard & Reed LLP
In a pathfinding decision, the Delaware Chancery Court has specified the standards of conduct and review that apply to a controlling stockholder's exercise of its voting rights to block board action.
Goodwin Procter LLP
On January 30, 2024, the Chancellor of the Delaware Court of Chancery struck down the $55.8 billion compensation plan that Tesla, Inc.'s board of directors had granted to Tesla's well-known CEO, ...
Over the past few years, the ESG movement gained a broad following across corporate America, with a proliferation of related management...