On March 25, Delaware Governor Matt Meyer enacted a sweeping reform of the state’s corporate law, signing Senate Bill 21 into effect. The bill, which received bipartisan support in the legislature, aims to attract and retain...more
In a recent decision, the Delaware Supreme Court clarified the proper standard to apply to a non-freeze-out merger transaction involving a controlling stockholder. Litigators who practice in the Delaware Court of Chancery are...more
5/13/2024
/ Breach of Duty ,
Business Judgment Rule ,
Business Litigation ,
Controlling Stockholders ,
Corporate Sales Transactions ,
DE Supreme Court ,
Entire Fairness Standard ,
Fiduciary Duty ,
Freeze-Out Mergers ,
Merger Challenges ,
Spinoffs ,
Standard of Review
Answering a precise question increasingly raised by securities fraud plaintiffs, the United States Supreme Court held in Macquarie Infrastructure Corp. v. Moab Partners that a failure to disclose information cannot support a...more
4/22/2024
/ Disclosure Requirements ,
Failure To Disclose ,
Financial Services Industry ,
Macquarie Infrastructure Corp v Moab Partners LP ,
Omissions ,
Rule 10b-5 ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Regulation ,
Securities Violations
The Securities and Exchange Commission (the “SEC”) has adopted new rules that require public companies to disclose substantial information about the material impacts of climate-related risks on their business, financial...more
3/11/2024
/ Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
MD&A Statements ,
Popular ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Background -
On March 21, 2022, the US Securities and Exchange Commission (SEC) voted 3:1 to propose new rules that, if adopted, would require public companies to, among other things, provide audited financial statements...more
4/22/2022
/ Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
Proposed Regulation ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Securities Regulation