Litigation developments: core M&A and corporate governance doctrines
Compliance Perspectives: Due Diligence and Ultimate Beneficial Ownership (UBO)
On Tuesday evening, following two hours of debate and five failed amendments, bipartisan Senate Bill 21 (“SB 21”) passed the Delaware House and was quickly signed by Delaware Governor Matt Meyer. SB 21, which, in part, was a...more
If enacted, the amendments would significantly impact the risk-benefit considerations for public and private companies contemplating reincorporation or going public in a different jurisdiction. ...more
On Friday, the SEC announced settled charges against Vince McMahon, founder, controlling shareholder and former Executive Chair and CEO of World Wrestling Entertainment, for “knowingly circumventing WWE’s internal accounting...more
In this issue, we explore ongoing corporate law issues involving controlling stockholders, with significant decisions anticipated from the Delaware Supreme Court in 2025; the rise in litigation over earnout provisions in...more
In 2024, Delaware courts continued to address important areas of corporate law, particularly regarding controlling stockholders. Several of those high-profile decisions were decided at the trial level and are now on appeal....more
On February 23, 2024, the Federal Energy Regulatory Commission (FERC) issued an order approving an application for market-based rate (MBR) authority to VESI 12 LLC. However, the language in this MBR approval was not...more
Chancellor Kathleen McCormick of the Delaware Court of Chancery grappled with this question in a recent derivative lawsuit challenging Tesla’s performance-based equity award with a potential USD55.8 billion maximum value and...more
Background on Moonshot Award Practices - In the years leading up to the slowdown in the IPO markets in late 2021, it had become increasingly common for high-growth technology companies to grant large equity incentive...more
Process still matters. That’s the main takeaway from the Delaware Court of Chancery’s 200-page opinion striking down Tesla’s 2018 incentive package awarded to Elon Musk. The court rescinded the incentive package mainly...more
In a landmark decision, the Delaware Court of Chancery addressed, for the first time, the precise duties that a controlling stockholder owes, and the standard of review that will apply, when a controlling stockholder takes...more
A takeover offer from a controlling shareholder presents a challenge to boards of directors who are tasked with protecting minority shareholders, particularly where some of the directors on the board may have relationships or...more
The Ministerial Committee for Legislation has recently re-approved the draft amendment to the Israeli Companies Law. The aim of this amendment is to improve the corporate governance rules applicable to companies with no...more
This comprehensive report includes five-year trend data, covering the 2018-2022 proxy seasons, for annual meeting participation, director elections, say-on-pay and other proposals among the technology and life sciences...more
Dominant shareholders, holding alone or in concert more than 50% of the voting power in public companies, have traditionally characterized the Israeli capital market. Consequently, Israeli corporate governance rules for...more
In 2021, there were 613 initial public offerings (“IPOs”) of Special Purpose Acquisition Companies (“SPACs”), after 248 SPACs went public in 2020 and 59 in 2019. Prior to 2021, there had not been more than 500 IPOs of any...more
On November 17, 2021, the U.S. Securities and Exchange Commission adopted rules requiring the use of universal proxy cards in contested director elections as discussed in Release No. 34-93596 (the Adopting Release). Universal...more
A Win for Deal Certainty, Delaware Court of Chancery Orders Closing of Cake Supplier Acquisition; Under Armour to Pay $9M to Settle SEC Charges Involving Disclosure Failures; First Circuit Upholds Decision Applying Federal...more
In recent weeks, the Israeli Ministry of Justice published a memorandum proposing an amendment to the Companies Law, focusing on the corporate governance regime in public companies without a controlling shareholder....more
The Israel Securities Authority (ISA) will soon require public companies to disclose details about independent committees tasked with overseeing transactions with controlling shareholders. The staff position, published in...more
This chart is intended to compare and contrast in summary form some of the considerations for a private company considering merging into an existing public operating company in a reverse merger or entering into a business...more
Merger agreements involving acquisitions of private companies often contain terms creating post-merger obligations or “earnouts” in favor of certain classes of selling stockholders. To address potential claims that may arise...more
Equity investors and sponsors are actively reviewing the financial needs and business operations of their portfolio companies. As a result of the economic upheaval and government-mandated social restrictions imposed by the...more
On January 30, 2020, the Board of Governors of the Federal Reserve System (Federal Reserve) issued a final rule (Rule) that revises the Federal Reserve’s regulations related to determinations of whether a first company (an...more
For financial services firms understanding who the Ultimate Beneficial Owner (UBO) of a corporation is has become a central compliance task. As Ellen Lafferty explains in this podcast and in the new edition of The Complete...more
Investors in Japanese-listed companies have traditionally taken a passive approach to their investments, in part because Japanese business culture have long held an unfavorable view toward investors making demands or voicing...more