News & Analysis as of

Consent Board of Directors

Kilpatrick

Changes to Stockholder Consent Rights after Moelis Decision

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After the a recent decision of the Delaware Court of Chancery, West Palm Beach Firefighters’ Pension Fund v. Moelis & Co., venture capitalists and other stockholders of Delaware corporations may consider amending or moving...more

Allen Matkins

Court Rules Director Of California Corporation Has A Duty To Disclose When Soliciting Consents

Allen Matkins on

The California General Corporation Law permits shareholders to take action by written consent, unless otherwise provided in the articles of incorporation.  Cal. Corp. Code § 603(a).  When shareholder action is taken by...more

BCLP

Risky Business: Recording Board Meetings

BCLP on

With the Delta variant surge, many companies have delayed plans for a return to in-person board and committee meetings. The go-to alternative, in many cases, will be a return to video conferences, which worked well in the...more

Health Care Compliance Association (HCCA)

[Virtual Event] 2020 Seattle Regional Conference - June 5th, 8:30 am - 4:15 pm PDT

Our Virtual Regional Healthcare Compliance Conferences provide updates on the latest news in regulatory requirement, compliance enforcement, and strategies to develop effective compliance programs. Watch, listen, and ask...more

Pillsbury - Policyholder Pulse blog

Delaware Court Adopts Pillsbury’s Theories on Novel D&O Insurance Issues (Part 2)

Previously, we reported an important ruling of first impression by the Delaware Superior Court that a shareholder appraisal action against Pillsbury’s client Solera Holdings Inc. was a “Securities Claim” under Solera’s...more

Skadden, Arps, Slate, Meagher & Flom LLP

Can It Be Fixed? Further Judicial Guidance Concerning Sections 204 and 205

As discussed in an earlier edition of Insights: The Delaware Edition, Sections 204 and 205 of the Delaware General Corporation Law (DGCL) provide methods for Delaware corporations to unilaterally ratify defective corporate...more

Wilson Sonsini Goodrich & Rosati

Delaware Court of Chancery Addresses Technical Defects in Equity Issuances, Ratification of Defective Acts, and Related Fiduciary...

The Delaware Court of Chancery issued a post-trial decision determining that a director who refused to cooperate in remediating flaws in the company’s capital structure breached his fiduciary duty of loyalty and owed damages...more

Kramer Levin Naftalis & Frankel LLP

“Golden Share” Equity Holder Can Bar Bankruptcy Filing

The Bankruptcy Court in the Southern District of Mississippi (the “Court”), in In re Franchise Services of North America, Inc., Case No. 1702316EE (Bankr. S.D. Miss. Dec. 18, 2017), upheld the blocking power held by a...more

Morris James LLP

Court Of Chancery Explains When A Minority Stockholder May Have Actual Control Over A Deal

Morris James LLP on

This is another in a series of decisions dealing with the allegation that a minority stockholder controlled a deal through its control of a majority of the board of directors....more

Morris James LLP

Chancery Enjoins Board in Potential Stockholder Dilution Scheme

Morris James LLP on

Directors and officers of struggling corporations seeking capital or startups willing to trade equity for cash should read the Delaware Court of Chancery's recent transcript ruling in Elite Horse Investments Ltd. v. T3...more

Allen Matkins

This Proposed Amendment To DGCL Section 141(f) Is A Curate’s Egg

Allen Matkins on

In AGR Halifax Fund, Inc. v. Fiscina, 743 A.2d 1188 (1999), the Delaware Court of Chancery was asked to decide whether a consent given by persons before they became directors could become effective if delivered to the...more

Pullman & Comley, LLC

Unanimous Consent

Pullman & Comley, LLC on

Although Executive Boards can’t officially act without voting, they can vote without meeting. As long as every member agrees and the decision is memorialized in writing, a decision by “unanimous consent” is every bit as...more

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