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Capital Markets Fiduciary Duty

Pillsbury Winthrop Shaw Pittman LLP

Important Delaware General Corporation Law Amendments Are Signed into Law amid Recent Delaware Chancery Court Decisions

The Delaware legislature adopted DGCL amendments that restore contract certainty for merger and stockholder agreements. The Delaware General Corporation Law (DGCL) now codifies the power of corporations to enter into valid...more

Wilson Sonsini Goodrich & Rosati

2023 Technology and Life Sciences PIPE and RDO Report

The 2023 Technology and Life Sciences PIPE and RDO Report presents analysis related to 177 private investments in public equity (PIPEs) and registered direct offerings (RDOs) by U.S.-based technology and life sciences...more

Wilson Sonsini Goodrich & Rosati

Delaware Court of Chancery Addresses Fiduciary Duty Claims in the Direct Listing Context

On February 1, 2024, Chancellor Kathaleen St. J. McCormick of the Delaware Court of Chancery issued a decision refusing to dismiss stockholder claims against directors and officers of Coinbase Global, Inc. over their sales of...more

Bass, Berry & Sims PLC

[Webinar] 5th Annual Corporate & Securities Counsel Public Company Forum - December 12th, 11:00 am - 3:00 pm CST

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Please join us for our 5th Annual Corporate & Securities Counsel Public Company Forum. This virtual half-day program will feature panel discussions focused on timely and practical guidance related to the latest developments...more

Sheppard Mullin Richter & Hampton LLP

5 Things Corporate Boards Need to Know About Generative AI Risk Management

The use of artificial intelligence (AI) is booming. Investors and companies are pouring cash into the space, and particularly into generative AI (GAI), to seize their share of the market which McKinsey reports could add up to...more

Woodruff Sawyer

Guide to D&O Insurance for SPAC IPOs, 2023 Edition

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As they go through their initial public offering (IPO) and the subsequent merger & acquisition (M&A) process, special purpose acquisition companies (SPACs) face many regulatory, legal, and business hurdles. Obtaining the...more

Wilson Sonsini Goodrich & Rosati

2022 Technology and Life Sciences PIPE Report

In this inaugural issue of the 2022 Technology and Life Sciences PIPE Report, we present analysis related to 108 private investments in public equity (PIPEs) by U.S.-based technology and life sciences companies between...more

Freeman Law

Changes to Corporate Capital in Equity Financing Transactions, Part II.

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How Are Fiduciary Duties Applicable to Decisions Authorizing Changes to Corporate Capital? The first post in this series analyzed whether shareholders may seek remedies in the context of charter amendments to facilitate...more

Barnea Jaffa Lande & Co.

Guide to the ESGI

The ESG Index (ESGI) represents the three key spheres that encompass responsible investments (or “green investments”)—Environmental, Social, and Governance. The responsible investments market has been rapidly gaining momentum...more

Hogan Lovells

Brown v. Matterport: Court of Chancery addresses share transfer restrictions after de-SPAC merger - Corporate / M&A Decisions...

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In Brown v. Matterport, Inc., et al., C.A. No. 2021-0595-LWW (Del. Ch. Jan. 10, 2022), the Delaware Court of Chancery held that transfer restrictions restricting trade of stock “outstanding immediately” after a de-SPAC merger...more

Goodwin

SPAC 2021 Year-End Review and 2022 Preview: Tailwinds, Headwinds, and Regulatory Landscape

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The SPAC market has withstood many challenges throughout 2021, including softening of the private investment in public equity (PIPE) market for a majority of the year after a very robust first quarter for initial business...more

Proskauer Rose LLP

SEC Chair Gensler Signals SEC Policies for Private Funds

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On November 10, 2021, in prepared remarks before a meeting sponsored by the Institutional Limited Partners Association (ILPA), Securities and Exchange Commission (SEC) Chair Gary Gensler presented his views on the role and...more

Morrison & Foerster LLP

Capital Markets Embrace A Novel Corporate Form

In 2013, Delaware passed legislation adopting a new corporate form, the public benefit corporation (PBC), with a view to allowing directors of for-profit corporations to take actions not just in pursuit of stockholder...more

BCLP

Fiduciary Responsibilities under ERISA in an Uncertain Market

BCLP on

If you are an ERISA fiduciary charged with management or investment of plan assets, and recent market activity has not tripped any alarm bells — or, if the alarm bells have been tripped, but you are are looking for a bit of...more

Akin Gump Strauss Hauer & Feld LLP

Top 10 Topics for Directors in 2020: Economic Downturn

Significant economic, regulatory and political uncertainties in 2020 should prompt board of directors members to evaluate, and take steps to mitigate, potential downside risks facing their businesses. Certain challenges...more

Mayer Brown Free Writings + Perspectives

Insights from Chair Clayton on SEC Priorities

At the Economic Club of New York, in keynote remarks, Chair Clayton reviewed the Securities and Exchange Commission’s recent initiatives.  He highlighted the Commission’s adoption of Regulation Best Interest (Reg BI). ...more

Cooley LLP

Blog: How Did Corporate Boards Become Afflicted With Economic ADHD?

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The author, the Executive Director of the Investor Responsibility Research Center Institute, begins with the evidence that the disease has taken hold: he first notes an academic study showing that “three quarters of senior...more

Bennett Jones LLP

Preparing for the Unsolicited Bid

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Market volatility, the recent decline in commodity prices, or in some circumstances a combination of these factors, has resulted in a significant decline in the trading prices of many Canadian public companies relative to...more

Goodwin

Delaware Case Continues High Scrutiny of Investment Bankers in Mergers and Acquisitions

Goodwin on

In a decision on March 7, 2014, the Delaware Court of Chancery found RBC Capital Markets, LLC liable for aiding and abetting breaches of fiduciary duty by the Board of Directors of Rural/Metro Corporation in connection with...more

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