On March 25, 2025, Delaware Governor Matt Meyer signed into law Senate Bill 21, amending Sections 144 and 220 of Title 8 of the Delaware General Corporation Law (DGCL). The legislation responds to recent concerns over...more
On February 17, 2025, a bipartisan coalition of Delaware lawmakers and the Governor proposed legislation that would, if enacted, address issues raised by recent Delaware judicial opinions and reincorporations by high-profile...more
On December 11, 2024, in Alliance for Fair Board Recruitment v. SEC, the US Court of Appeals for the Fifth Circuit ruled in a 9-8 vote that the Securities and Exchange Commission’s (SEC) adoption of the Nasdaq board diversity...more
Following other recent decisions addressing the applicability and scope of Kahn v. M&F Worldwide Corp. (“MFW”), including In re Match Group Inc., Derivative Litigation and Tornetta v. Musk, on May 1, 2024, the Delaware...more
On November 19, 2020, the Securities and Exchange Commission adopted final amendments to the disclosure rules affecting Management’s Discussion and Analysis (MD&A) and related financial disclosures....more
12/8/2020
/ Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Financial Regulatory Reform ,
Financial Statements ,
MD&A Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
In a December 8th decision (Sarissa Capital Domestic Fund LP, et. al. v. Innoviva, Inc.), the Delaware Court of Chancery ruled in favor of Sarissa Capital Domestic Fund LP and certain of its affiliates in concluding that...more
On November 1, 2017, the staff of the Division of Corporate Finance of the Securities and Exchange Commission published Staff Legal Bulletin No. 14I. SLB 14I provides additional guidance to companies and shareholders...more
On June 9, 2016, a divided New York Court of Appeals in a much-anticipated ruling held that the attorney-client privilege can only be maintained for communications involving third parties in situations where litigation is...more
6/16/2016
/ Attorney-Client Privilege ,
Bank of America ,
Banking Crisis ,
Banking Sector ,
Common-Interest Privilege ,
Confidential Communications ,
Corporate Counsel ,
Corporate Governance ,
Countrywide ,
Disclosure ,
Litigation Privilege ,
Merger Agreements ,
Mortgages ,
Popular ,
Third-Party Relationships ,
Young Lawyers
A record-setting year for M&A deal activity, 2015 also yielded several important legal decisions and highlighted significant trends that are likely to influence M&A market participants in 2016 and beyond.
Increased...more
U.S. companies listed on the NASDAQ and NYSE, as well as certain listed companies in Canada and Europe, with annual shareholder meetings scheduled between March 1, 2016 and June 30, 2016 may now register through January 31,...more