Innovation in Compliance: Operationalizing Trust at Scale: A Conversation with Amanda Carty on Compliance and AI
Hill Country Authors – Exploring the Challenges of a Green Transition with Tom Ortiz
Compliance into the Weeds: A Deep Dive into Cadence Design Systems’ Export Control Violations
Daily Compliance News: August 5, 2025, The Staying Focused Edition
Adventures in Compliance: The Novels - The Valley of Fear, Introduction and Compliance Lessons Learned
FCPA Compliance Report: Navigating Corporate Scandals: Insights on Governance, Compliance, and Recovery with Steve Vincze
Daily Compliance News: August 1, 2025, The All AI Edition
Episode 381 -- NAVEX's 2025 Annual Hotline Report
12 O’Clock High, a podcast on business leadership: Building Trust and Relationships: The Power of Compliance and Ethics with Jacqui Pruet
Data Driven Compliance: Understanding the ECCTA and Its Impact on Fraud Prevention with Vince Walden
What’s in Your Operating Agreement? Legal Tips for Healthcare Providers
Nonprofit Quick Tips: State Filings in Alabama and Arkansas
Innovation in Compliance: Scaling Compliance Programs: Insights from a Navy Veteran and Compliance Leader
Compliance Tip of the Day: Strategies for Embedding Compliance into your Organization
10 For 10: Top Compliance Stories For the Week Ending, July 26, 2025
Compliance and AI: Navigating Risk Management in the AI Era with Gaurav Kapoor
Daily Compliance News: July 25, 2025, The New Sheriff in Town Edition
Regulatory Ramblings: Episode 74 - Global Women in AI/Corporate Director Liability: Discretionary, Not Fiduciary with Tram Anh Nguyen and Marc I. Steinberg
Avoiding a Bored Board
“Drag along” provisions are frequently included in shareholders’ agreements. Whenever an offer for all (or a high proportion) of a company's share capital is accepted by a majority (as determined by the shareholders’...more
Entire agreement clauses are very common. This recent decision confirms their effectiveness: JMW Solicitors v Injury Lawyers 4U. Background – shareholder dispute - Some firms of solicitors, including JMW, set up a...more
I’m often asked by clients whether startups should have a separate stockholders’ agreement among the founders. The answer largely depends on whether they have or will have certain other startup documents in place....more
In Wagner v. BRP Group Inc., the Delaware Court of Chancery further developed its jurisprudence regarding the validity of stockholders agreements that vest significant control rights in minority stockholders instead of a...more
A recent post discussed whether amending a shareholders agreement is subject to qualification under the California Corporate Securities Law of 1968. For the purpose of that discussion, it is important to recognize that not...more
Public companies should take note of several recent developments, including: ..Reversal of the Pegasystems trade secrets lawsuit that nevertheless preserves guidance to take care when describing litigation as “without...more
On August 1, 2024, the 2024 amendments to Delaware’s entity statutes went into effect. These include amendments to the Delaware General Corporation Law (the “DGCL”), the Delaware Limited Liability Company Act (the “LLC Act”),...more
On July 17, 2024, Delaware Gov. John Carney signed into law significant amendments to the Delaware General Corporation Law (DGCL), which will become effective on August 1, 2024. The amendments were articulated in Delaware...more
On July 17, 2024, Governor John Carney signed into law several amendments to the Delaware General Corporation Law (“DGCL”) that are intended to address market uncertainty created by recent Chancery Court decisions. Effective...more
Two of the tools investors can use to minimize the risks they take and preserve their holding percentage in a company are the anti-dilution protection and pre-emptive rights. These very important rights are customarily...more
There are generally two ways you can control a corporation. One is by owning a majority of the stock, in which case you control the board of directors. The other is to secure control contractually, through agreements and...more
On March 28, 2024, the Council of the Corporation Law Section of the Delaware State Bar Association (DSBA) approved proposed amendments to the Delaware General Corporation Law (DGCL) in order to align the DGCL’s provisions...more
In the recent decision West Palm Beach Firefighters’ Pension Fund v. Moelis & Company, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery ruled that certain provisions of a stockholder agreement contravened...more
On February 23, 2024, the Court issued an opinion3 invalidating certain provisions of a stockholder agreement, which, in part, contractually constrain the Board’s discretion to exercise control over the business and affairs...more
This enduring cornerstone of Delaware corporate law is rooted in Section 141(a) of the Delaware General Corporate Law (“DGCL”): “The business and affairs of every corporation […] shall be managed by or under the direction of...more
It has long been established that where the circumstances in which funds are advanced by a shareholder to the company in which they own shares is unclear, the court must consider the "surrounding circumstances" when...more
Supposons que vous êtes un vendeur constitué en société fermée et que vous cherchez à vous retirer des affaires après avoir fait croître la valeur de votre entreprise pendant des années. Le processus de vente se déroule bien...more
You are a private company seller looking to exit your business after years of building up value. Your sale process is going well, and you have identified a preferred buyer that wants to pay a premium for your company. The...more
1. Types of Business Entities - The main business entities in Greece are the following: i) the Société Anonyme (S.A.); ii) the Private Company (P.C.); iii) the Limited Liability Company (Ltd); iv) the General Partnership...more
The coronavirus crisis, which hit both the Israeli market and markets globally, has been unsettling. It undermined existing collaborations and encouraged the creation of new ones. It weakened the inertia that drove many...more
.Setting up a private company on a 50-50 owned basis is typically a bad idea, but many founders of new businesses continue to embrace this perilous ownership structure. We wrote last year about problems that plague 50-50...more