In recent months, a conversation has emerged as to whether Delaware should remain the favored state of incorporation for business entities. Indeed, many of our clients have asked us whether they should remain in Delaware or...more
4/24/2024
/ Board of Directors ,
California ,
Corporate Governance ,
Corporate Officers ,
Delaware ,
Delaware General Corporation Law ,
Franchise Taxes ,
Nevada ,
Popular ,
Shareholders ,
Texas
On October 31, 2023, in Crispo v. Musk, Chancellor Kathaleen St. J. McCormick of the Delaware Court of Chancery issued a decision addressing an important question that arises in mergers and acquisitions: if one of the parties...more
Earlier today, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery issued an important ruling concluding that two companies with multiple classes of common stock were not required, under the Delaware statute,...more
We are pleased to present the 2021 Delaware Corporate Law and Litigation Year in Review. A number of Delaware law and related corporate governance developments occurred in 2021 that should be of significant interest to...more
Two courts recently issued significant corporate law decisions that are meaningful for corporations and investors navigating an M&A transaction or a proxy contest. Interestingly, both decisions arose outside of Delaware,...more
5/11/2018
/ Acquisitions ,
Board of Directors ,
Bylaws ,
Conflicts of Interest ,
Corporate Counsel ,
Corporate Governance ,
Mergers ,
Popular ,
Proxy Contests ,
Shareholder Activism ,
Shareholder Litigation ,
Xerox
On December 11, 2017, the Delaware Court of Chancery issued a decision that will be important for companies looking to implement measures to extend or make changes to dual-class voting structures and for companies with...more
A topic of considerable controversy within the corporate community over the past two months has been the possibility of adopting a "fee-shifting" provision in the bylaws of Delaware corporations. Depending on how it is...more
On May 8, 2014, the Delaware Supreme Court provided an en banc answer to a certified question of law from the U.S. District Court for the District of Delaware captioned ATP Tour, Inc. v. Deutscher Tennis Bund, concluding that...more
Yesterday, the Delaware Court of Chancery issued a highly anticipated decision upholding the validity of forum selection bylaws adopted by the directors of Chevron Corporation and FedEx Corporation that designate Delaware...more