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The Texas Legislature recently has taken Texas-sized steps intended to make the state a more attractive place for companies to form, reincorporate, or relocate, further advancing Texas’s efforts to rival Delaware as a...more
Our Securities Litigation and Securities Groups review revisions proposed by the Delaware State Bar Association’s Corporation Law Council to a Delaware bill (SB 21) that would significantly impact the state’s statutory...more
In August 2022, the Delaware General Assembly amended the Delaware General Corporation Law (“DGCL”) to allow corporations to adopt charter provisions exculpating certain officers from personal liability for monetary damages...more
The Supreme Court of Delaware recently issued a decision upholding long-standing precedent regarding Delaware’s class vote requirement. The case, In re Fox Corporation/Snap Inc. Section 242 Litigation, concerned amendments to...more
It is well understood that directors of Delaware corporations are subject to the fiduciary duties of care and loyalty. In general, the duty of care requires directors to base their decisions on all material information...more
The fiduciary duty of care has become more aspirational than a real legal basis for potential director liability in M&A in the Age of DGCL Section 102(b)(7), Corwin v. KKR Financial Holdings LLC (Del. 2015) and In re Volcano...more
Several recent decisions applying Delaware law offer helpful insight about the impact that activist investor involvement has on board decision-making leading to a transaction and how those decisions will be reviewed by the...more
In Koehler v. NetSpend Holdings, Inc., 2013 Del. Ch. LEXIS 131 (Del. Ch. May 21, 2013), Vice Chancellor Sam Glasscock III wrote “In fact, NetSpend appears more Rapunzel than Penelope; she must, it seems, let down her hair or...more