The Delaware Court of Chancery issued an order in Palkon v. Maffei on February 20, 2024, holding that a decision by the boards of directors and the controller of TripAdvisor, Inc. (“TripAdvisor”) and Liberty TripAdvisor...more
5/14/2024
/ Appeals ,
Board of Directors ,
Commercial Litigation ,
Controlling Stockholders ,
Corporate Governance ,
DE Supreme Court ,
Delaware General Corporation Law ,
Incorporation ,
Interlocutory Orders ,
Motion to Dismiss ,
Shareholder Litigation
On March 6, 2024, the U.S. Securities and Exchange Commission (the “SEC”) adopted on a 3-2 vote its long-awaited, comprehensive rules for enhancing and standardizing climate-related disclosures by public companies in periodic...more
3/8/2024
/ Climate Change ,
Compliance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Final Rules ,
Greenhouse Gas Emissions ,
Proposed Rules ,
Regulation S-K ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Severe Weather
The Delaware Court of Chancery issued a post-trial opinion, on January 30, 2024, in Tornetta v. Musk, holding that Tesla’s board of directors (the “Board”) breached its fiduciary duties in awarding CEO Elon Musk (with the...more
2/22/2024
/ Appeals ,
Board of Directors ,
Breach of Duty ,
Business Litigation ,
Commercial Litigation ,
Controlling Stockholders ,
Delaware General Corporation Law ,
Elon Musk ,
Equity Compensation ,
Fiduciary Duty ,
Rescission ,
Shareholder Votes ,
Shareholders ,
Tesla
On January 30, 2024, the U.S. Chamber of Commerce and five co-plaintiffs representing a coalition of business groups filed a lawsuit against the California Air Resources Board (“CARB”), an agency of the State of California...more
The Court of Chancery continues its consideration of whether a director or officer’s oversight duties, set forth in the seminal case of In re Caremark International Inc. Derivative Litigation and its progeny, apply to...more
Revised deadlines for initial Schedule 13D and Schedule 13G filings:
Schedule 13D: within five business days (rather than 10 calendar days) after crossing the 5% beneficial ownership threshold or losing eligibility to file...more
10/18/2023
/ Amended Rules ,
Beneficial Owner ,
Compliance ,
Consumer Protection Act ,
Deadlines ,
Dodd-Frank ,
Institutional Investors ,
Investment Adviser ,
Passive Investments ,
Reporting Requirements ,
Schedule 13D ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Security-Based Swaps
The two new California laws apply to both public and private corporations, partnerships, limited liability companies, or other business entities meeting applicable revenue thresholds and doing business in California, without...more
10/10/2023
/ Business Entities ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Policies ,
Environmental Social & Governance (ESG) ,
Governor Newsom ,
Legislative Agendas ,
New Legislation ,
Popular ,
Securities and Exchange Commission (SEC)
Proof that an inspection demand is improperly “lawyer-driven” will overcome a stockholder’s pretextual claim for investigating wrongdoing.
A stockholder does not have a proper purpose for investigating an “ordinary...more
7/7/2023
/ Board of Directors ,
Books & Records ,
Breach of Duty ,
Corporate Misconduct ,
Delaware ,
Disney ,
Environmental Social & Governance (ESG) ,
Fiduciary Duty ,
Florida ,
Inspections ,
LGBTQ ,
Shareholders
In the past year, environmental, social, and governance (“ESG”) practices have faced heightened scrutiny in the United States from state attorneys general, state and federal legislators, other government officials, and...more
6/21/2023
/ 401k ,
Administrative Procedure Act ,
Asset Management ,
Department of Labor (DOL) ,
Duty of Loyalty ,
Employee Retirement Income Security Act (ERISA) ,
Environmental Social & Governance (ESG) ,
Investment ,
Investors ,
Mismanagement ,
Popular ,
Putative Class Actions ,
Retirement Plan Providers ,
Risk Management
On March 21, 2022, the U.S. Securities and Exchange Commission (the “SEC”) released its new and longanticipated proposed rules for the enhancement and standardization of climate-related disclosures. The proposed rule...more
3/30/2022
/ Annual Reports ,
Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Financial Statements ,
Greenhouse Gas Emissions ,
Proposed Regulation ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
That the meaning of “ESG” no longer needs to be explained, illustrating how important these issues have become to investors, public companies, international capital markets and, correspondingly, the U.S. Securities and...more
Nasdaq, Inc. recently requested comments regarding possible updates to its “20% voting rule.” That rule, adopted in 1990, requires Nasdaq listed companies to obtain shareholder approval when issuing 20% or more of its stock...more
7/17/2017
/ Board of Directors ,
Independent Director ,
Listing Rules ,
Nasdaq ,
Notice and Comment ,
Private Offerings ,
Private Placements ,
Proposed Amendments ,
Public Comment ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholder Approval ,
Voting Requirements
The strong U.S. initial public offering (IPO) market, coupled with favorable regulatory changes and market acceptance of innovative transaction structures, has increased the attractiveness of the IPO as an exit alternative to...more
5/28/2015
/ Board of Directors ,
C-Corporation ,
Capital Formation ,
Corporate Financing ,
Corporate Structures ,
Exit Strategies ,
Financial Sponsors ,
Initial Public Offering (IPO) ,
JOBS Act ,
Nasdaq ,
Private Equity ,
Public Offerings ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC)
Over the past four years, the U.S. Department of Justice (“DOJ”) and U.S. Securities and Exchange Commission (“SEC”) have focused on insider trading involving private funds as one of their key targets in the fight against...more