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Corporate Governance Securities and Exchange Commission (SEC) Delaware General Corporation Law

Latham & Watkins LLP

Recent Developments for Directors - May 2025

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In an effort to reverse corporate departures from Delaware, its state legislature amended the Delaware General Corporation Law to overturn multiple Chancery Court decisions....more

Allen Matkins

Should Nevada Corporations Say Goodbye To Ratification Of Auditor Appointments?

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According to this Form 8-K filed on April 29, 2025, Tripadvisor, Inc. finally completed its reincorporation from Delaware to Nevada by means of a statutory conversion, which it erroneously denominated a...more

Skadden, Arps, Slate, Meagher & Flom LLP

The Informed Board - Spring 2025

In this issue of The Informed Board, we go behind all the talk about companies reincorporating in states other than Delaware. In our lead article and our podcast, we point out that few companies actually moved, and we explain...more

Paul Hastings LLP

Private Company Report: Q1 2025

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This edition of the Private Company Report highlights critical developments and regulatory changes affecting private companies, including recent presidential actions, SEC guidance on Regulation D and amendments to the...more

Fenwick & West LLP

Securities Law Update - April 2025

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Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on...more

Paul Hastings LLP

Public Company Watch: Q1 2025

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The Q1 2025 edition of the Public Company Watch highlights critical updates and regulatory changes affecting public companies. Staying informed on these topics is crucial for effective compliance and strategic planning....more

Allen Matkins

Another Post SB21 Proposal To Reincorporate From Delaware To Nevada

Allen Matkins on

The ink has barely dried on Delaware's hotly debated amendments to its General Corporation Law and already another company has proposed reincorporation in Nevada.  In preliminary proxy materials filed yesterday with the...more

Allen Matkins

Tempus Fugit Ad Nevada

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Three days after Delaware’s governor, Matt Meyer, signed into law controversial amendments to Delaware's General Corporation Law, another publicly traded company filed preliminary proxy materials with the Securities and...more

Fenwick & West LLP

Securities Law Update - March 2025

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Welcome to the latest edition of the Fenwick Securities Law Update. This issue contains updates and important reminders on...more

Ropes & Gray LLP

Dealmaker's Digest: A Top 10 Bulletin - March 2025

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In Dealmaker’s Digest, read the top 10 latest developments in global transactions. We offer insights into M&A activity across industries and borders. Proposed amendments to the Delaware General Corporation Law would address...more

Skadden, Arps, Slate, Meagher & Flom LLP

Proposed 2025 Amendments to the Delaware General Corporation Law

For decades, Delaware has been widely regarded as the leading forum for incorporation in the United States. More than half of all publicly traded U.S. companies, including more than two-thirds of the Fortune 500, have made...more

Skadden, Arps, Slate, Meagher & Flom LLP

Insights: The Delaware Edition - December 2024

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

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - October 2024

Ninth Circuit Affirms Dismissal of Insider Trading Claims Against Satellite Operator Investors Based on Stock Sales After FCC Chairman Vote - In re Silver Lake Grp., LLC Sec. Litig. (9th Cir. July 24, 2024) What to...more

Skadden, Arps, Slate, Meagher & Flom LLP

Insights - September 2024

In this edition of Insights, we take a closer look at the megadeals and sponsor transactions driving recent M&A activity, the importance of staying ahead of the risks in AI development and deployment, and other diverse...more

Allen Matkins

Another Delaware Corporation Announces Stockholder Approval Of Nevada Reincorporation

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I continue to be on the lookout for Delaware corporations that have made the decision to reincorporate in Nevada.  Last Friday, Elevai Labs Inc. filed a preliminary information statement with the Securities and Exchange...more

Fenwick & West LLP

Securities Law Update - August 2024

Fenwick & West LLP on

Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains news on...more

Foley & Lardner LLP

Delaware Enacts Controversial Market Practice Amendments to Its General Corporation Law

Foley & Lardner LLP on

Delaware’s Legislature passed significant amendments to the Delaware General Corporation Law (the “DGCL”) in June, at the end of its legislative session. These amendments were signed into law by Governor John Carney on July...more

Skadden, Arps, Slate, Meagher & Flom LLP

2024 Compensation Committee Handbook

Overview of Committee Member Responsibilities - Compensation committee (Committee) members’ duties and responsibilities generally are outlined in the Committee’s organizational charter approved by the board of directors...more

Allen Matkins

TripAdvisor Reports Approval Of Nevada Redomestication

Allen Matkins on

In April, I wrote about a lawsuit challenging a proposal by TripAdvisor, Inc. to redomesticate from Delaware to Nevada.   TripAdvisor's stockholders were given the opportunity to vote on the proposal last week.  On Monday,...more

Goodwin

SEC Brings Suit Against Owner of BitTorrent, Inc., and Settles Claims With Celebrity Endorsers of Certain Crypto Tokens

Goodwin on

On March 22, 2023, the US Securities and Exchange Commission (SEC) filed a complaint in US District Court for the Southern District of New York against Justin Sun, the owner of BitTorrent, Inc., a file-sharing platform; three...more

Latham & Watkins LLP

Delaware Chancery Court Extends Oversight Duties to Non-Director Corporate Officers

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Non-director officers may face liability for failing to properly oversee the corporation’s affairs and ignoring “red flags” within their “areas of responsibility.” Key Points: ..The McDonald’s Corporation’s response...more

Smith Anderson

Reminders for the 2023 Annual Report and Proxy Season

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As public companies prepare their 2022 annual reports and 2023 proxy statements, they will need to contend with a host of new requirements and disclosure updates stemming from the current geopolitical and economic...more

Jones Day

DGCL Amendments: Key Highlights for Delaware Corporations

Jones Day on

The Situation: In response in part to the COVID-19 pandemic, the Delaware legislature amended the Delaware General Corporation Law to address emergency bylaws and related powers exercised by a corporation's board of...more

Cooley LLP

Blog: Delaware bill to update emergency powers, revise PBC provisions and amend indemnification provisions signed into law

Cooley LLP on

Delaware Assembly Bill 341 has finally been signed into law. Among other things, the bill confirms the availability of specific powers relating to stockholders’ meetings that may be exercised by the board during an emergency...more

Troutman Pepper Locke

Delaware Relaxes Notice Requirements for Stockholder Meeting Location Changes or Adjournments due to Covid-19

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On April 6, Delaware Gov. John Carney issued the Tenth Modification of the Declaration of a State of Emergency for the State of Delaware Due to a Public Health Threat (Emergency Order), arising from the COVID-19 epidemic. ...more

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