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Jones Day

Will the 'Business Judgment Rule' Be Bigger (and Better) in Texas?

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On February 27, 2025, Senator Bryan Hughes (R-Tyler) filed Senate Bill 29 (S.B. 29), proposing several corporate reforms designed to cement Texas as the premier business-friendly jurisdiction in the nation. If enacted, S.B....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

Cooley LLP

Will an opt-in mechanism resolve the melee over Delaware’s controversial SB 21?

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As widely reported, the Delaware legislature has responded to increasing chatter and speculation about the intentions of some companies—as well as action in some cases—to change their states of incorporation from Delaware to...more

Butler Snow LLP

A “Course Correction” to Delaware’s General Corporation Law May be on the Horizon

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On February 17, 2025, the Delaware General Assembly introduced a bill seeking to amend two sections in the General Corporation Law: Sections 144 and 220 of Title 8. On March 12, 2025, the Senate introduced a substitute for...more

Skadden, Arps, Slate, Meagher & Flom LLP

ESG: A Review of 2024 and Key Trends To Look for in 2025

In this article, we reflect on key trends in ESG over the second half of 2024 and look ahead at trends that may emerge in 2025. We analyze developments in the latter half of 2024, which were similar to those highlighted in...more

A&O Shearman

Manslaughter in the workplace: criminal liability of the entire Board of Directors

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A recent Italian Supreme Court decision has affirmed the criminal liability of an entire Board of Directors, even when powers have been delegated, in a case of manslaughter resulting from safety regulation violations. In the...more

DarrowEverett LLP

How New Delaware Amendments Impact Stockholder, Merger Agreements

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Over the summer, Delaware enacted a number of amendments to the General Corporation Law of the State of Delaware (the “DGCL”). The amendments were largely crafted in response to several recent decisions by the Delaware...more

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