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Corporate Governance › Shareholder Litigation › Proxy Statements

Morris James LLP

Chancery Holds that the Majority-of-the-Votes-Cast Voting Standard Applies to Charter Amendment to Increase the Number of...

Morris James LLP on

Salama v. Simon, C.A. No. 2024-1124-JTL (Del. Ch. Nov. 27, 2024) - After a Delaware corporation issued a proxy statement and told the stockholders that an amendment to increase its authorized shares of common stock...more

Allen Matkins

Tempus Fugit Ad Nevada

Allen Matkins on

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

Wilson Sonsini Goodrich & Rosati

Officer Exculpation and the Silicon Valley 150: Year Two

Wilson Sonsini Goodrich & Rosati on

Last year, we reviewed proxy statements filed by companies in the Silicon Valley 150 (SV150) to see whether they included an officer exculpation proposal in their proxy statements for stockholder meetings held from August 1,...more

Cadwalader, Wickersham & Taft LLP

MFW Framework Inapplicable Where Conflicts Are Not Adequately Disclosed to Stockholders

Cadwalader, Wickersham & Taft LLP on

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

Sheppard Mullin Richter & Hampton LLP

Delaware Court of Chancery Clarifies Heightened Standard for Recovery of Attorneys’ Fees in Disclosure-Based Deal Litigation

Sheppard Mullin Richter & Hampton LLP on

In Anderson v. Magellan Health, Inc., No. 2021-0202, — A.3d —-, 2023 WL 4364524 (Del. Ch. July 6, 2023) (McCormick, C.), the Delaware Court of Chancery addressed the circumstances under which the Court will award a...more

Skadden, Arps, Slate, Meagher & Flom LLP

Seventh and Ninth Circuits Split Over the Scope of Exclusive Forum Provisions

Skadden, Arps, Slate, Meagher & Flom LLP on

Earlier this year the United States Courts of Appeals for the Seventh and Ninth Circuits each addressed the question of whether an exclusive forum provision adopted by a Delaware company and requiring derivative litigation...more

BCLP

Lawsuits challenge alleged false proxy statements about commitment to diversity

BCLP on

A well-known plaintiffs’ law firm recently filed derivative lawsuits against four prominent companies, alleging false proxy disclosures and breaches of fiduciary duties. The allegations focus on the absence of Black directors...more

Adler Pollock & Sheehan P.C.

Glossary of Important Securities Regulation Terms and Definitions

Adler Pollock & Sheehan P.C. on

This Glossary is designed to provide law students taking Securities Regulation with a tool that will assist them in learning the basic language of securities law and achieve a working knowledge of the fundamental principles...more

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