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
Beginning January 1, 2024, the Corporate Transparency Act (CTA) will take effect and impose an obligation on many U.S. entities (and foreign entities doing business in the United States), unless exempted, to report to the...more
This week the SEC’s Division of Corporation Finance released compliance and disclosure interpretations (C&DIs) pertaining to the latest cybersecurity disclosure requirements. The C&DIs provide guidance on when public...more
The Delaware Court of Chancery has denied a preliminary, mandatory injunction motion to compel Ocean Power Technologies, Inc. ("Ocean Power") to permit one of its stockholders' nominees to stand for election at the next...more
On November 17, 2023, the Division of Corporation Finance of the Securities and Exchange Commission ("SEC") issued new and revised proxy-related compliance and disclosure interpretations ("CDIs") that provide guidance on the...more
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
The issue of when a person may be considered a “broker” or “dealer” and subject to registration as such under the federal securities laws, as distinguished from so-called finders (and therefore not subject to the panoply of...more
6/29/2023
/ Broker-Dealer ,
Brokers ,
Crowdfunding ,
Enforcement Actions ,
Financial Industry Regulatory Authority (FINRA) ,
Finders ,
No-Action Letters ,
Ponzi Scheme ,
Private Investment Funds ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Unregistered Brokers
Many public companies will be required to include a "say on frequency" proposal at their 2023 annual meeting of stockholders. Since 2010, the Dodd-Frank Act has mandated that public companies submit, no less frequently than...more