Invoking the recent Delaware Supreme Court decision Kellner v. AIM ImmunoTech Inc., 320 A.3d 239 (Del. 2024) (“Kellner”), the Court of Chancery held that equitable challenges to the enforceability of advance notice bylaws are...more
In a much-anticipated decision, the Delaware Supreme Court echoed the Court of Chancery's pronouncement that advance notice bylaws adopted amid an approaching proxy contest are reviewed through the lens of enhanced judicial...more
The Delaware Court of Chancery, in Palkon v. Maffei, et al., C.A. No. 2023-0449-JTL (Del. Ch. Feb. 20, 2024), determined that a reduction in the liability exposure of a fiduciary due to the conversion of a Delaware...more
2/26/2024
/ Board of Directors ,
Breach of Duty ,
Business Judgment Rule ,
Calculation of Damages ,
Controlling Stockholders ,
Conversion ,
Corporate Conversions ,
Corporate Governance ,
Delaware General Corporation Law ,
Entire Fairness Standard ,
Fiduciary Duty ,
General Corporation Law ,
Liability ,
Minority Shareholders ,
Self-Interest ,
Share Price ,
Shareholder Litigation ,
State of Incorporation ,
TripAdvisor
Hi In “a tale of wins and losses on both sides,” the Delaware Court of Chancery reiterated that advance notice bylaws adopted amid an approaching proxy contest are reviewed through the lens of enhanced judicial scrutiny to...more
1/5/2024
/ Board of Directors ,
Breach of Duty ,
Bylaws ,
Corporate Governance ,
Delaware General Corporation Law ,
Director Nominations ,
Fiduciary Duty ,
Guidance Update ,
Notice Requirements ,
Proposed Amendments ,
Publicly-Traded Companies ,
Shareholder Activism ,
Shareholders ,
Universal Proxy
On June 30, 2023, the Delaware House of Representatives adopted amendments to the Delaware General Corporation Law (DGCL) that, among other things, facilitate stock splits, the ratification of defective corporate acts, and...more