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Dorsey & Whitney LLP

Minnesota to Permit Ratification and Validation of Defective Corporate Acts

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On April 30, 2025, Governor Tim Walz signed H.F. No. 747 into law. H.F. No. 747 amends several provisions of the Minnesota Business Corporation Act (Chapter 302A of the Minnesota Statutes)....more

Snell & Wilmer

Choosing the Right U.S. Corporate Domicile in the Age of Dexit: Key Considerations

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Prior to the early 1900s, New Jersey was the preferred state of incorporation for U.S. businesses. Eager to cash in on America’s epic industrialization via franchise tax revenues, Delaware directly challenged New Jersey’s...more

Conyers

The Duties of Independent Directors in Amalgamations and Mergers

Conyers on

This article is the second of a three-part series analysing the decision of Justice Martin in Glendina Pty Limited & Ors v NKWE Platinum Ltd (2025) SC (Bda) 15 Civ – the first “fair value” appraisal claim under section 106...more

Goodell, DeVries, Leech & Dann, LLP

Attorneys Must Clarify Their Role to Clients

Earlier this year, the ABA Standing Committee on Ethics and Professional Responsibility issued Formal Opinion 514 addressing a lawyer’s obligations for advising an organizational client when the advice might also be relied...more

Cooley LLP

The ‘Tariff and Trade War’ Playbook: 25 Things for In-House Counsel to Consider

Cooley LLP on

With tariffs so top of mind right now, I checked in with Cooley’s Beth Sasfai and asked her to think back to her in-house counsel days and what she would be doing to help her company navigate the current environment. Here are...more

ArentFox Schiff

In-House Counsel Should Advise Their Companies to Assess the Political Risks of Their Business Decisions

ArentFox Schiff on

Right now, much about the world is uncertain. Risks posed by political changes dominate the headlines and also weigh heavily on many decisions made by businesses, their advisors, and their stakeholders....more

Wilson Sonsini Goodrich & Rosati

Delaware Enacts Landmark Corporate Law Amendments

On March 25, 2025, the Delaware legislature and Governor enacted landmark amendments to the Delaware General Corporation Law that will have significant impacts for Delaware corporations and transaction planning. The...more

Katten Muchin Rosenman LLP

The Delaware Legislature Proposes Sweeping Amendments to the DGCL

On February 17, 2025, a bipartisan group of legislators seeking to “promote clarity and balance in Delaware’s corporate law” introduced Senate Bill 21 (the “Bill”) to amend the Delaware General Corporation Law (“DGCL”). If...more

Wilson Sonsini Goodrich & Rosati

Delaware Legislators and Governor Propose Landmark Legislation

On February 17, 2025, Delaware’s legislative leaders and Governor announced landmark legislation and initiatives that would, if enacted into law, result in welcome and much-needed amendments to Delaware corporate law to...more

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Corporate Law: Recent Trends and Developments

On January 28, 2025, Skadden hosted a webinar on recent developments in Delaware corporate law. Skadden partners Howard Ellin (Mergers and Acquisitions/New York), Ed Micheletti (Litigation/Wilmington) and Jenness Parker...more

Ropes & Gray LLP

Massachusetts: A Compelling Alternative for Public Companies Considering Dexit

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Delaware is the most common jurisdiction for public corporations and benefits from well-developed case law and a legislature that annually revises the corporate statute. The Delaware Chancery Court, however, often appears to...more

Jenner & Block

Client Alert: DEI on the Defensive—Predictions for 2025

Jenner & Block on

While much uncertainty lies ahead as we enter 2025, the coming year is sure to see further attacks on corporate DEI efforts nationwide. With President Trump returning to the White House, the federal government is set to take...more

Skadden, Arps, Slate, Meagher & Flom LLP

Court of Chancery Applies Well-Settled Principles To Dismiss Malone/Caremark ‘Hybrid’ Claims

The Delaware Court of Chancery recently dismissed a “hybrid” of Malone1 false disclosures and Caremark oversight claims brought by two stockholder plaintiffs. In In re FibroGen, Inc. Derivative Litigation,2 Vice Chancellor...more

Davies Ward Phillips & Vineberg LLP

Governance Insights: A Review of Shareholder Activism in Canada for 2024: Key Decisions and Trends to Watch for in 2025

Despite a strong start to the year, activist activity in Canada in 2024 tapered to pre-pandemic levels. This reversion to more historic annual totals follows a notable resurgence of shareholder demands directed at Canadian...more

Hogan Lovells

Wagner v. BRP: The Court of Chancery extends its Moelis stockholders agreement jurisprudence

Hogan Lovells on

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

Morrison & Foerster LLP

Occasional Activists: Shaping Corporate Governance in 2024

In our previous client alert, The Rise of the “Occasional Activist,” we discussed the increase in shareholder activism through 2022 by “occasional activists” – investors who are not funds dedicated to activist strategies or...more

Wilson Sonsini Goodrich & Rosati

Significant Amendments to the Delaware General Corporation Law Are Set to Become Effective

On August 1, 2024, an extensive and important set of amendments to the Delaware General Corporation Law (the DGCL) will become effective. The amendments, which will apply both prospectively and retrospectively, were largely...more

Farrell Fritz, P.C.

Stay in Your Lane! Delaware Court Invalidates Stockholder Agreement Provisions that Encroach on Board Authority

Farrell Fritz, P.C. on

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

Skadden, Arps, Slate, Meagher & Flom LLP

Broad Reforms to China’s Company Law Will Affect Most PRC Companies

On December 29, 2023, China enacted the amended Company Law of the People’s Republic of China (Amended PRC Company Law), which will come into effect on July 1, 2024. These are some of the most significant changes to the laws...more

Foley Hoag LLP - White Collar Law &...

SEC to Continue Aggressive Enforcement Efforts in 2024 After Record-Setting 2023

This is the fourth in our 2024 Year in Preview series examining important trends in white collar law and investigations in the coming year. We will be posting further installments in the series throughout the next several...more

Skadden, Arps, Slate, Meagher & Flom LLP

Shareholder Activism Continues To Increase and Spread in Europe

Key Points - - The number of activist campaigns launched against European companies rose again in 2023, with a new focus on German targets. - Many activists surveyed believe that France offers them good opportunities. -...more

Wilson Sonsini Goodrich & Rosati

2023 Delaware Corporate Law and Litigation Year in Review

Wilson Sonsini is pleased to present the 2023 Delaware Corporate Law and Litigation Year In Review. In 2023, the Delaware courts issued many decisions addressing an array of important topics, including director and officer...more

Wilson Sonsini Goodrich & Rosati

Delaware Supreme Court Affirms Important Ruling for Multi-Class Companies Concerning Class Votes

On January 17, 2024, the Delaware Supreme Court issued a significant decision affirming that the Delaware General Corporation Law (the DGCL) does not require companies with multiple classes of common stock to obtain separate...more

Vinson & Elkins LLP

[Hybrid CLE Event] Every Season is Activist Season: The Big Questions for 2024 - January 31st, New York, NY

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Vinson & Elkins’ Shareholder Activism practice co-heads Lawrence Elbaum and Patrick Gadson will discuss how companies need to prepare against the year round attacks by shareholder activists. In a conversation moderated by...more

Jones Day

Court Grants Starbucks Corporation's Motion to Dismiss Advocacy Group's Complaint Targeting DEI Initiatives

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A Washington federal judge dismissed challenges to Starbucks's Diversity, Equity, and Inclusion ("DEI") policies in a strongly worded opinion, making clear that politics don't belong in his courtroom....more

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