Corporate Misconduct, Shareholders, Business Entities

Clawback and Malus Provisions in the U.S. and Brazil: A Comparative Overview

Mayer Brown on 6/9/2025

In today's corporate governance landscape, clawback and malus provisions have become key tools for promoting accountability and integrity. By incorporating these provisions, companies aim to align executive actions with the...more

Shareholders' relief for unfair prejudice in the BVI and the Cayman Islands

Walkers on 3/12/2025

The BVI and the Cayman Islands both have regimes in place to address unfair prejudice suffered by shareholders, although each jurisdiction approaches the issue differently. The threshold for successfully bringing an...more

Delaware Introduces Legislation to Overhaul, Strengthen D&O and Controlling Stockholder Legal Protections

Alston & Bird on 2/26/2025

Our Securities Litigation and Securities Groups examine a Delaware bill (SB 21) that would enhance the state’s legal protections for corporations and their directors, officers, and controlling stockholders....more

It Is More Than Conceivable That The Court Of Chancery Would Correct Statutory Law

Allen Matkins on 2/21/2025

The most distinguishing feature of Delaware law is that it is interpreted and applied by a court of equity. A recent post by Professor Stephen Bainbridge illustrates this point...more

New York Sales Tax: When a Responsible Person Acts Irresponsibly

Rivkin Radler LLP on 2/18/2025

Late last year, the Office of the State Comptroller (the “OSC”) estimated that sales and use tax receipts would increase by 2.3% in the SFY 2024-2025. The OSC also projected that collections from sales and use taxes would...more

Delaware court finds corporate charter cannot incorporate private agreement by reference

Hogan Lovells on 2/3/2025

In Seavitt v. N-able, 321 A.3d 516 (Del. Ch. 2024), decided prior to the amendment of the Delaware General Corporate law to add Section 122(18), the Delaware Court of Chancery held that the “public nature of a charter” means...more