Texas has enacted significant legislation in the past few months designed to attract more corporations to its state and challenge Delaware’s dominance as the preferred state for incorporation. We are now seeing the first...more
7/28/2025
/ Amended Legislation ,
Constitutional Challenges ,
Corporate Governance ,
Corporations Code ,
Derivative Suit ,
Dormant Commerce Clause ,
Employee Retirement Income Security Act (ERISA) ,
First Amendment ,
Glass Lewis ,
New Legislation ,
Pending Litigation ,
Proxy Advisors ,
Shareholder Litigation ,
Shareholders ,
State of Incorporation
Nevada advanced its quest to challenge Delaware as the go-to state for incorporation on May 30, 2025, when Gov. Joe Lombardo signed significant amendments to the Nevada Revised Statutes that govern corporations there....more
6/5/2025
/ Articles of Incorporation ,
Business Entities ,
Corporate Governance ,
Corporations Code ,
Delaware General Corporation Law ,
General Corporation Law ,
Incorporation ,
New Legislation ,
Proposed Amendments ,
Regulatory Reform ,
Shareholders ,
State of Incorporation
Not to be outdone by Delaware and Texas, the Nevada Senate voted unanimously on May 21, 2025, to adopt Assembly Bill No. 239 (AB 239), which provides for significant amendments to the Nevada Revised Statutes (NRS) governing...more
5/29/2025
/ Acquisitions ,
Amended Legislation ,
Board of Directors ,
Constitutional Amendment ,
Controlling Stockholders ,
Corporate Governance ,
Corporations Code ,
Fiduciary Duty ,
Mergers ,
Proposed Amendments ,
Shareholders ,
State Constitutions ,
State of Incorporation
Delaware has long been the jurisdiction of choice for corporations, but certain recent controversial judicial decisions have resulted in a number of high-profile companies reincorporating (or considering reincorporation) into...more
On March 25, 2025, Delaware Gov. Matt Meyer signed into law significant amendments to §§ 144 and 220 the Delaware General Corporation Law (DGCL)....more
On February 17, 2025, Senate Bill No. 21 was introduced in the Delaware State Senate to amend the Delaware General Corporation Law (DGCL)....more
2/24/2025
/ Acquisitions ,
Board of Directors ,
Business Entities ,
Complex Corporate Transactions ,
Controlling Stockholders ,
Corporate Governance ,
Delaware General Corporation Law ,
Directors ,
Fiduciary Duty ,
Interested Parties ,
Mergers ,
Proposed Amendments ,
Proposed Legislation ,
Safe Harbors ,
Shareholder Rights ,
Shareholders
This case stems from the proposed reincorporations of Tripadvisor, Inc. and Liberty TripAdvisor Holdings, Inc. from Delaware to Nevada, which were first presented to the corporations’ respective stockholders for approval in...more
2/7/2025
/ Appeals ,
Board of Directors ,
Corporate Governance ,
Corporate Misconduct ,
Corporate Restructuring ,
DE Supreme Court ,
Delaware ,
Enforcement Actions ,
Entire Fairness Standard ,
Fiduciary Duty ,
Securities Litigation ,
Shareholder Approval ,
Shareholders ,
TripAdvisor
On October 22, 2024, the SEC charged two current reporting companies, Unisys Corp. and Check Point Software Technologies, and two former public companies, Mimecast Limited and Avaya Holdings Corp., with making materially...more
10/31/2024
/ Civil Monetary Penalty ,
Compliance ,
Corporate Counsel ,
Corporate Governance ,
Cyber Attacks ,
Cyber Incident Reporting ,
Cybersecurity ,
Data Breach ,
Disclosure Requirements ,
Enforcement Actions ,
Form 8-K ,
Internal Controls ,
Misleading Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Security and Privacy Controls
On August 6, the SEC filed its much-anticipated legal brief in the Eighth Circuit Court of Appeals supporting its controversial Climate Rules and responding to the arguments laid out in petitioners’ consolidated petitions for...more
8/22/2024
/ Administrative Procedure Act ,
Amicus Briefs ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
First Amendment ,
Pending Litigation ,
Publicly-Traded Companies ,
Risk Mitigation ,
Securities and Exchange Commission (SEC) ,
Statutory Authority
On July 17, 2024, Delaware Gov. John Carney signed into law significant amendments to the Delaware General Corporation Law (DGCL), which will become effective on August 1, 2024. The amendments were articulated in Delaware...more
7/25/2024
/ Amended Legislation ,
Board of Directors ,
Commercial Contracts ,
Contract Terms ,
Corporate Governance ,
Delaware General Corporation Law ,
Effective Date ,
Governor Carney ,
New Legislation ,
Shareholder Activism ,
Shareholder Approval ,
Shareholders ,
Shareholders' Agreements
Background on Moonshot Award Practices -
In the years leading up to the slowdown in the IPO markets in late 2021, it had become increasingly common for high-growth technology companies to grant large equity incentive...more
Institutional Shareholder Services (ISS) and Glass Lewis, the leading proxy voting advisory firms in the United States, have announced updates and clarifications for their voting guidelines for the U.S. market for the 2024...more
1/4/2024
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Proxy Advisory Firms ,
Proxy Season ,
Proxy Voting ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Shareholders
Institutional Shareholder Services (ISS) and Glass Lewis, the leading proxy advisors in the United States, have announced updates and clarifications for their voting guidelines for the 2022 proxy season. Their voting...more
12/10/2021
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Diversity ,
Environmental Social & Governance (ESG) ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Proposed Amendments ,
Proxy Advisors ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Special Purpose Acquisition Companies (SPACs)
On November 17, 2021, the U.S. Securities and Exchange Commission adopted rules requiring the use of universal proxy cards in contested director elections as discussed in Release No. 34-93596 (the Adopting Release). Universal...more
11/30/2021
/ Board of Directors ,
Contested Elections ,
Controlling Stockholders ,
Corporate Governance ,
Disclosure ,
New Rules ,
Nominee Directors ,
Proxy Season ,
Proxy Voting ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Universal Proxy Cards