News & Analysis as of

Consent Shareholders

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

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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

SECIL Law

SEC’s Investigation into Wells Fargo Concludes with Actions Against Senior Executives

SECIL Law on

On Friday, November 13, 2020, the U.S. Securities and Exchange Commission (“SEC” or “Agency”) followed up its February 2020 action against Wells Fargo & Co. (“Wells Fargo”) with actions against two senior officers—former...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

Patterson Belknap Webb & Tyler LLP

Bankruptcy Remoteness Going to a Court of Appeals (Progress Report No. 2)

Our February 22 post reported that the Franchise Services of North America, Inc. decision of Bankruptcy Judge Edward Ellington of the Southern District of Mississippi dismissing a Chapter 11 petition because a shareholder had...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

Morgan Lewis

Singapore Exchange Amends Listing Rules Following Changes to the Companies Act

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The Singapore Exchange has introduced amendments to the Mainboard and Catalist listing rules—including in relation to the electronic transmission of documents to shareholders, exemptions for insurance coverage and indemnities...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

Katten Muchin Rosenman LLP

Delaware Court of Chancery Invalidates Consent Due to Inadequate Disclosures

The Delaware Court of Chancery recently invalidated a written consent of a Delaware pharmaceutical corporation due to inadequate disclosures to stockholders. ...more

Goodwin

Business Litigation Reporter - March 2014

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Goodwin Procter’s Business Litigation Reporter provides timely summaries of key cases and other developments within dedicated Business Litigation sessions and related courts throughout the country – courts within which...more

Allen Matkins

The Arcana Of Dating Stockholder Consents

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Long ago, I had the temerity to write about Delaware’s statutes concerning stockholder consents, Delaware’s Inadequate Protection of Shareholders When Action Is Taken by Consent, 11 Bus. Law. Update 4 (1991). The law of...more

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