The securities law disclosure framework has evolved to encourage; companies acting in good faith to disseminate relevant projections pertaining to their businesses to the general public "without fear of open-ended liability."...more
9/4/2024
/ Compliance ,
Corporate Governance ,
Corporate Issuers ,
Disclosure Requirements ,
EDGAR ,
Form 8-K ,
PSLRA ,
Regulation S-K ,
Safe Harbors ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
As scrutiny of public companies continues to increase, it is important for directors and officers to understand the full range of protections from personal liability available to them and for a company to be cognizant of its...more
In a much-anticipated decision, the Delaware Supreme Court echoed the Court of Chancery's pronouncement that advance notice bylaws adopted amid an approaching proxy contest are reviewed through the lens of enhanced judicial...more
As buyers and sellers engage in negotiations for the sale of a business, often there may be disagreements as to the value and expected growth of that business. One party might currently value the business higher than the...more
3/19/2024
/ Business Assets ,
Business Valuations ,
Buyers ,
Buying a Business ,
Capital Gains ,
Capital Gains Tax ,
Contract Terms ,
Earn-Outs ,
Income Taxes ,
IRS ,
Purchase Agreement ,
Sellers ,
Selling a Business ,
Tax Liability
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 of a fiduciary due to the conversion of a Delaware...more
2/26/2024
/ Board of Directors ,
Breach of Duty ,
Business Judgment Rule ,
Calculation of Damages ,
Controlling Stockholders ,
Conversion ,
Corporate Conversions ,
Corporate Governance ,
Delaware General Corporation Law ,
Entire Fairness Standard ,
Fiduciary Duty ,
General Corporation Law ,
Liability ,
Minority Shareholders ,
Self-Interest ,
Share Price ,
Shareholder Litigation ,
State of Incorporation ,
TripAdvisor
As we enter the 2024 proxy season, we are providing our annual memorandum to call your attention to certain matters of Maryland law, some new and some continuing, relating to proxy materials and annual meetings about which we...more
Hi In “a tale of wins and losses on both sides,” the Delaware Court of Chancery reiterated that advance notice bylaws adopted amid an approaching proxy contest are reviewed through the lens of enhanced judicial scrutiny to...more
1/5/2024
/ Board of Directors ,
Breach of Duty ,
Bylaws ,
Corporate Governance ,
Delaware General Corporation Law ,
Director Nominations ,
Fiduciary Duty ,
Guidance Update ,
Notice Requirements ,
Proposed Amendments ,
Publicly-Traded Companies ,
Shareholder Activism ,
Shareholders ,
Universal Proxy
The Delaware Court of Chancery has denied a preliminary, mandatory injunction motion to compel Ocean Power Technologies, Inc. ("Ocean Power") to permit one of its stockholders' nominees to stand for election at the next...more
As we enter the 2023 proxy season, we are sending our annual memorandum to call your attention to certain matters of Maryland law, some new and some continuing, relating to proxy materials and annual meetings about which we...more