London always has and continues to be a popular destination for overseas companies. Listing in London provides access to the largest capital market in Europe with a deep pool of liquidity and international investors,...more
Recently, the Investor Coalition for Equal Votes (ICEV) has been sending letters to private companies requesting a meeting to discuss dual-class voting structures and their impact on corporate governance....more
Welcome to the latest edition of Fenwick’s Securities Law Update. This edition contains updates and reminders on: ..The federal court decision that struck down the FTC’s noncompete ban, blocking it from taking effect...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
We recently represented Klaviyo, Inc. (NYSE: KVYO), in its $576 million initial public offering on the New York Stock Exchange. As has been extensively reported in the media, Klaviyo’s very successful offering represented the...more
On March 22, 2023, the US Securities and Exchange Commission (SEC) filed a complaint in US District Court for the Southern District of New York against Justin Sun, the owner of BitTorrent, Inc., a file-sharing platform; three...more
What happened - A recent Delaware chancery court decision has called into question consolidated voting on charter amendments by some companies with multiple classes of common stock. In Garfield v. Boxed, Inc., the court...more
On July 25, 2022, the U.S. Securities and Exchange Commission (“SEC”) announced insider trading charges against ten individual defendants across four separate cases (Bhardwaj, Goel, Markin, and Buyer), filed in the...more
In Stream T.V. Networks, Inc. v. SeeCubic, Inc., the Delaware Supreme Court (“Court”) held that section 271 of the Delaware General Corporation Law (“D.G.C.L”), which requires stockholder approval for a Delaware corporation...more
Following on from the FCA’s consultation on the effectiveness of the Primary Market, the FCA has published final rules on, amongst other things, free float and minimum market capitalisation, which come into force on 3...more
Despite the cash box being a structure which has seldom been used since March 2015 due to concerns raised by investor bodies, the urgent need for cash in uncertain times may lead to a revival of this once popular structure. ...more
Welcome to the first Annual Benesch Corporate Governance Report focused on trends and best practices at mid-market public companies. While we have seen many reports focused on corporate governance practices of Fortune 100...more
Yesterday's post highlighted one company's confusion about the vote required for shareholder approval of an equity compensation plan under the California General Corporation Law. Because the GCL does not impose a specific...more
On December 11, 2017, the Delaware Court of Chancery issued a decision that will be important for companies looking to implement measures to extend or make changes to dual-class voting structures and for companies with...more
A review of 2017 proxy season activity, including the trend toward adoptions of proxy access bylaws, is here. A suggestion that the big news of the 2017 proxy season was climate change proposals and the shift in Blackrock,...more
Earlier this week, the S&P Dow Jones Indices announced that the S&P Composite 1500 and its component indices (the S&P 500, S&P MidCap 400 and S&P SmallCap 600) will no longer add companies with “multiple share class...more
Dual-class stock has become the target of heightened attention, particularly in light of Snap’s recent IPO. While the structure remains popular for companies trying to respond to the short-term outlook of public...more