William Mills on Shareholders

Delaware Governor Signs Senate Bill 21 into Law, Significantly Amending Delaware Corporate Law

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

3/31/2025 / Board of Directors , Controlling Stockholders , Corporate Governance , Corporate Officers , Delaware , Delaware General Corporation Law , New Legislation , Shareholder Litigation , Shareholders

Legislation Proposed to Amend the Delaware General Corporation Law

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

2/28/2025 / Board of Directors , Corporate Governance , Delaware , Delaware General Corporation Law , Directors , Fiduciary Duty , Publicly-Traded Companies , Shareholders

Second Circuit Affirms Dismissal of Securities Fraud Class Action Alleging Undisclosed Projections

In Maso Cap. Invs. Ltd. v. E-House (China) Holdings Ltd., No. 22-355 (2d Cir. June 10, 2024), the United States Court of Appeals for the Second Circuit affirmed the district court’s dismissal of a putative securities-fraud...more

9/23/2024 / Class Action , Dismissals , Failure To Disclose , Investors , Mergers , Proxy Statements , Securities Exchange Act of 1934 , Securities Fraud , Securities Litigation , Securities Violations , Shareholders

MFW Framework Inapplicable Where Conflicts Are Not Adequately Disclosed to Stockholders

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

6/12/2024 / Business Judgment Rule , Business Litigation , Corporate Governance , DE Supreme Court , JPMorgan Chase , Merger Agreements , Proxy Statements , Shareholder Litigation , Shareholder Votes , Shareholders

M&A Update: Delaware Court of Chancery Enforces Oral Agreement to Settle Proxy Contest

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

12/28/2017 / Board of Directors , Corporate Governance , Oral Contracts , Proxy Contests , Settlement Agreements , Shareholders

M&A Update: SEC Issues Guidance on Issuers’ Ability to Exclude Shareholder Proposals under Rule 14a-8

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

11/21/2017 / Corporate Governance , New Guidance , Ordinary Business Exception , Proxy Season , Proxy Statements , Publicly-Traded Companies , Rule 14a-8 , Securities and Exchange Commission (SEC) , Shareholder Proposals , Shareholders

M&A Update: No Control, No Conflict, No Problem

On October 24th, the Delaware Chancery Court dismissed a lawsuit challenging the merger of Crimson Exploration and Contango Oil & Gas. Minority Crimson stockholders alleged that Oaktree Capital Management, Crimson’s largest...more

11/3/2014 / Controlling Stockholders , Mergers , Oil & Gas , Shareholder Litigation , Shareholders

M&A Update: Ohio Federal Judge Blocks Controlling Stockholder’s Tender Offer Based On Target Board’s Conflicts and Stockholder...

In a March 14, 2014 decision that has received little commentary, an Ohio federal court in Spachman v. Great American Insurance Co. took the extraordinary step of enjoining a tender offer by Great American Insurance, a...more

4/18/2014 / Board of Directors , Controlling Stockholders , Disclosure , Due Diligence , Minority Shareholders , Shareholders , Tender Offers , Williamson Act

M&A Update: Delaware Court’s Orchard Enterprises Decision Provides Key Insights For Special Committees In Controlling Stockholder...

On March 14, 2014, the Delaware Supreme Court upheld the Court of Chancery’s 2013 decision in In re MFW Shareholders Litigation, holding that in going-private mergers where there is a controlling stockholder, the use of both...more

3/20/2014 / Business Judgment Rule , Controlling Stockholders , Going-Private Transactions , MFW , Minority Shareholders , Shareholder Litigation , Shareholders

M&A Update: Delaware Supreme Court Upholds Business Judgment Rule Review For Certain Controlling Stockholder Transactions With...

On March 14, 2014, the Delaware Supreme Court upheld the Court of Chancery’s 2013 decision in In re MFW Shareholders Litigation, holding that in going-private mergers where there is a controlling stockholder, the use of both...more

3/18/2014 / Business Judgment Rule , Controlling Stockholders , Going-Private Transactions , Minority Shareholders , Shareholders

Highlights From 2013 And Implications For 2014

During 2013 shareholder activism continued to surge and impact corporate-decision making. The Delaware courts also handed down several significant rulings during the year. ...more

1/27/2014 / Disclosure , Fiduciary Duty , Foreign Subsidiaries , Forum Selection , Minority Shareholders , Proxy Advisors , Shareholder Activism , Shareholder Litigation , Shareholders

Delaware Court Confirms High Bar To Escape Deal

Two recent Delaware Chancery Court opinions, issued on October 25 and November 9, 2013, illustrate the high bar that buyers and sellers must clear to escape an unfavorable deal or obtain a court order requiring a deal to...more

11/14/2013 / Acquisitions , Buyers , Collective Bargaining , Merger Agreements , Sellers , Shareholders

William Mills

Cadwalader, Wickersham & Taft LLP

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