In this issue of The Informed Board, we go behind all the talk about companies reincorporating in states other than Delaware. In our lead article and our podcast, we point out that few companies actually moved, and we explain...more
5/16/2025
/ Board of Directors ,
Corporate Governance ,
Corporate Officers ,
Delaware ,
Delaware General Corporation Law ,
Incorporation ,
Institutional Investors ,
Private Equity ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholder Litigation ,
Shareholders ,
Spinoffs
On January 28, 2025, Skadden hosted a webinar on recent developments in Delaware corporate law. Skadden partners Howard Ellin (Mergers and Acquisitions/New York), Ed Micheletti (Litigation/Wilmington) and Jenness Parker...more
Artificial intelligence is not just about chatbots. Increasingly, it is used by government for enforcement, and boards need to prepare for that, just as they need to get ready for upcoming climate disclosure requirements....more
5/21/2024
/ Acquisitions ,
Antitrust Provisions ,
Artificial Intelligence ,
Capital Markets ,
Climate Change ,
Competition ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Financial Services Industry ,
Machine Learning ,
Mergers ,
New Rules ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Spinoffs ,
Tax-Free Spin-Offs ,
Taxation ,
Technology ,
White Collar Crimes
In this issue, we discuss recent Delaware court developments regarding officer liability, who can recover “lost-premium” damages, and trends in books and records actions, among other topics....more
12/27/2023
/ Board of Directors ,
Books & Records ,
Corporate Governance ,
Corporate Misconduct ,
Corporate Officers ,
Delaware General Corporation Law ,
Fiduciary Duty ,
Misappropriation ,
Section 220 Request ,
Shareholder Litigation ,
Shareholders ,
Trade Secrets
The U.S. Supreme Court will likely decide before the end of its current term whether the failure to make a disclosure pursuant to Item 303 of Regulation S-K can serve as the basis for a securities fraud claim under Section...more
12/5/2023
/ Acquisitions ,
Cannabis-Related Businesses (CRBs) ,
Cryptocurrency ,
Data Security ,
Dismissals ,
Food and Drug Administration (FDA) ,
Healthcare ,
Initial Public Offering (IPO) ,
Intellectual Property Protection ,
Life Sciences ,
Marijuana Related Businesses ,
Mergers ,
Putative Class Actions ,
Regulation S-K ,
Scams ,
Scienter ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
Securities Litigation ,
Shareholders ,
Token Sales
Boards routinely confront an array of difficult issues. In this issue of The Informed Board, we tackle four of the thorniest and most topical:
- How to preserve the integrity of a deal process where a key fiduciary (say,...more
11/9/2023
/ Acquisitions ,
Artificial Intelligence ,
Board of Directors ,
Corporate Governance ,
Cryptocurrency ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Fiduciary Duty ,
Information Sharing ,
Internal Investigations ,
Investment ,
Investors ,
IRS ,
Merger Controls ,
Mergers ,
Partnerships ,
Shareholders ,
Wealth Tax
Board minutes are an essential part of a company’s internal record keeping. But they are more than a routine, formal exercise. They also play a pivotal role in stockholder litigation. As a contemporaneous record, plaintiff...more
For decades, Delaware courts have encouraged stockholders to use the “tools at hand” — before initiating lawsuits — by obtaining corporations’ books and records through 8 Del. C. § 220 (Section 220). As described in prior...more
12/22/2022
/ Board of Directors ,
Books & Records ,
Bylaws ,
Corporate Counsel ,
Corporate Governance ,
DE Supreme Court ,
Delaware ,
Delaware General Corporation Law ,
Enforcement ,
Recordkeeping Requirements ,
Reporting Requirements ,
Section 220 Request ,
Shareholders ,
Standard of Review
In this issue, we discuss recent Delaware court decisions further developing the bounds around books and records demands. Other articles focus on recent developments concerning advance notice bylaws and the standards used by...more
12/21/2022
/ Advanced Notice of Proposed Rulemaking (ANPRM) ,
Board of Directors ,
Books & Records ,
Bylaws ,
Corporate Counsel ,
Corporate Governance ,
DE Supreme Court ,
Delaware ,
Delaware General Corporation Law ,
Enforcement ,
Recordkeeping Requirements ,
Reporting Requirements ,
Shareholders ,
Standard of Review
Derivative Litigation Eighth Circuit Affirms Dismissal of Derivative Securities Action - Carpenters’ Pension Fund of Ill. v. Neidorff, No. 20-3216 (8th Cir. 2022) - Following Centene Corporation’s merger with Health Net,...more
9/12/2022
/ Board of Directors ,
Breach of Duty ,
Corporate Counsel ,
Derivative Suit ,
Fiduciary Duty ,
Materiality ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholder Litigation ,
Shareholders ,
SLUSA
Takeaways - Corporations can face a wave of stockholder actions purporting to enforce the corporations’ own legal rights, from books and records requests to derivative suits and litigation demands. In contrast to class...more
On February 20, 2019, Skadden held a webinar titled “2019 M&A and Corporate Litigation Trends.” The panelists were litigation partner and Delaware litigation practice leader Edward Micheletti and litigation counsel Jenness...more
3/1/2019
/ Acquisitions ,
Appraisal Rights ,
Books & Records ,
Business Judgment Rule ,
Bylaws ,
Controlling Stockholders ,
Corporate Counsel ,
Corwin Doctrine ,
DE Supreme Court ,
Defense Strategies ,
Delaware General Corporation Law ,
Disclosure Requirements ,
Entire Fairness Standard ,
Forum Selection ,
Mergers ,
MFW ,
Minority Shareholders ,
Motion to Dismiss ,
Popular ,
Ratification ,
Reversal ,
Section 220 Request ,
Securities Act of 1933 ,
Shareholder Demands ,
Shareholders ,
Standard of Review
Over the last few years, three notable Delaware cases — C&J Energy, Corwin and Trulia — have paved the way for a dramatic shift in the deal litigation landscape. In C&J Energy Services, Inc. v. City of Miami General...more
5/29/2018
/ Acquisitions ,
Appraisal ,
Breach of Duty ,
Corporate Counsel ,
Corwin Doctrine ,
Damages ,
DE Supreme Court ,
Discovery ,
Injunctions ,
Mergers ,
Mootness ,
Section 220 Request ,
Securities Litigation ,
Settlement Negotiations ,
Shareholders ,
Trulia