Effective August 1, 2024, Delaware adopted a set of amendments to the Delaware General Corporation Law (the "DGCL") intended to address, among other things, the Delaware Chancery Court's 2023 decision in Crispo v. Musk. In...more
Summary -
On March 28, 2024 the Council of the Corporation Law Section of the Delaware State Bar Association released a set of proposed amendments to the Delaware General Corporation Law (the "DGCL"). The proposed...more
4/16/2024
/ Beneficial Owner ,
Board of Directors ,
Breach of Contract ,
Damages ,
Delaware ,
General Assembly ,
Mergers ,
Proposed Amendments ,
Proposed Legislation ,
Shareholders ,
Third-Party
On October 10, 2023, the Securities and Exchange Commission ("SEC") adopted amendments to modernize the rules governing beneficial ownership reporting under Sections 13(d) and 13(g)1 of the Securities Exchange Act of 1934...more
As the 2023 proxy season winds down for calendar year companies, it is a good time to consider possible bylaw and charter amendments to address recent developments with respect to universal proxy, shareholder activism and...more
Following a brief decline during the pandemic, shareholder activism in the US rebounded to pre-pandemic levels in 2022 despite—or perhaps because of—volatile markets, depressed share prices and macro-economic uncertainty....more
Although the record-breaking deal activity of 2021 spilled over into 2022, headwinds in the first quarter developed into a significant slowdown during the rest of 2022, with an expectation of continued slowness as we enter...more
1/30/2023
/ Acquisitions ,
Buyers ,
Capital Markets ,
CFIUS ,
Coronavirus/COVID-19 ,
Cryptocurrency ,
Department of Justice (DOJ) ,
Domestic Dealmaking ,
Environmental Social & Governance (ESG) ,
EU ,
Federal Trade Commission (FTC) ,
Financial Institutions ,
Financial Services Industry ,
Global Dealmaking ,
Investment ,
Investors ,
Mergers ,
Pharmaceutical Industry ,
Private Equity ,
Publicly-Traded Companies ,
Real Estate Market ,
Securities and Exchange Commission (SEC) ,
Sellers ,
Special Purpose Acquisition Companies (SPACs) ,
Technology
On December 6, 2022, the Division of Corporation Finance ("Corp Fin") of the Securities and Exchange Commission ("SEC") issued three new compliance and disclosure interpretations ("C&DIs") related to new Rule 14a-19, the...more
The Act's supporters say it would shift voting power from large investment advisers to individual investors, but the reality could be far more complex -
The INDEX Act arrives at a moment of increasing resistance to ESG...more
11/4/2022
/ Beneficial Owner ,
Climate Change ,
Disclosure Requirements ,
Dodd-Frank ,
Environmental Social & Governance (ESG) ,
Fund Managers ,
Institutional Investors ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Investment Company Act of 1940 ,
Investors ,
Oil & Gas ,
Proposed Legislation ,
Retirement Plan ,
Safe Harbors ,
Shareholders
MultiPlan: Chancery court assesses fiduciary duties in the context of de-SPAC transactions -
The Delaware Court of Chancery declined to dismiss, at the pleading stage, breach of fiduciary duty claims made against a SPAC's...more
9/13/2022
/ Acquisitions ,
Board of Directors ,
Breach of Duty ,
Class Action ,
Controlling Stockholders ,
Corporate Counsel ,
DE Supreme Court ,
Delaware ,
Fiduciary Duty ,
Financial Adviser ,
Healthcare ,
Shareholders ,
Special Purpose Acquisition Companies (SPACs)
Intense competition to deliver on-demand content accelerates dealmaking in the sector -
The entrance of tech-first players, such as Netflix and Amazon, into the global media industry has pushed the industry to react—and...more