JONES DAY TALKS®: Five Pillars of Series A Shareholder Rights: A Discussion for VC Investors
Litigation developments: fundamental shareholder rights.
JONES DAY TALKS®: ESG: The Opportunities and the Risks
Virgin Media's Lawyer on Liberty Global Deal
Cayman company structures give boards flexibility to adopt anti-takeover measures. Anti-takeover devices remain a core advantage for Cayman companies listed on global markets....more
Withhold campaigns are not new. However, according to Diligent Market Intelligence, 33 distinct activist withhold campaigns took place in the 12 months ended June 30, 2025, up from 23 in the same period of 2023–24 and 24...more
According to the news reports, during the June 2025 annual general meeting season, shareholders made a total of 399 proposals to 114 Japanese publicly listed companies. This marks the fourth consecutive year of...more
Texas Senate Bill 1057, which became effective September 1, 2025, adds new Section 21.373 to the Texas Business Organizations Code (“TBOC”). This new Section of the TBOC creates a framework that governs when and how...more
After decades of dominance by Delaware, there is a renewed competition for corporate charters among states. Nevada, Texas and several others are making efforts to attract companies to initially organize or reincorporate in...more
When you’re launching a startup, it’s easy to blur the lines between owners, decision-makers and doers—especially when you’re all three. But as soon as you raise money, add a co-founder, or bring on outside help, things get...more
In the final quarter of the year, many private companies will accept new investments that accelerate their growth. But new investments are not guaranteed to create lasting relationships, and that may be the case when new...more
On May 30, 2025, Assembly Bill No. 239 (AB 239) was signed into law by Nevada Governor Joe Lombardo following its approval by the Nevada State Legislature. AB 239 amends the Nevada Revised Statutes (NRS) applicable to...more
Choosing the right corporate structure is one of the first—and most important—decisions a business owner makes. In a recent conversation, Shawn McClelland and Alexa La Barbiera of Mandelbaum Barrett PC’s Corporate Practice...more
The Takeovers Panel will decline to hear a matter about a delisting proposal, unless it is coupled with a transaction which may affect control or the acquisition of a substantial interest or is otherwise in breach of Chapter...more
On March 25, 2025, Delaware Governor Matt Meyer signed into law significant amendments to the Delaware General Corporation Law (DGCL). The changes—specifically to Sections 144 and 220—introduce new safe harbor protections for...more
I have feverishly been reporting about provisions of the One Big Beautiful Bill Act and have left my multi-part series on Subchapter S adrift at sea. Accordingly, I want to sneak in one more article in this Subchapter S...more
On July 9, leading venture capital firm Andreessen Horowitz (AH) announced that it had decided to redomicile its primary business entity, AH Capital Management, from Delaware to Nevada. AH made an intentionally noisy exit,...more
On August 8, 2025, the Delaware Court of Chancery dismissed an action in which a stockholder challenged an amendment to a FemtoMetrix Inc. voting agreement as invalid because the amendment allegedly did not apply “in the same...more
If your startup continues to follow the proverbial “hockey stick” of uninterrupted, exponential growth that you presented in your seed round pitch deck, you might always have easy access to capital and never encounter a...more
When a client seeks legal advice from a lawyer, the confidential communications between them, which are made for the sole or dominant purpose of seeking and receiving legal advice, are protected by legal professional...more
Two recent judicial decisions have brought long-standing assumptions about the so-called “Shareholder Rule” under critical scrutiny. In Aabar Holdings S.à.r.l. v Glencore plc & ors, the English High Court held that companies...more
When startup founders hear that Mark Zuckerberg received “founder’s stock” with 10-to-1 voting rights, the natural reaction is: Should I get that too? The impulse is understandable. As a founder, you may worry—sometimes...more
Glass Lewis recently announced the opening of its 2025 Policy Survey. The survey seeks input on several key governance topics including board diversity, executive compensation, ESG considerations, shareholder rights, and...more
Amid continuing reports of corporations reincorporating from Delaware, including Simon Property Group reincorporating from Delaware to Indiana, the location of its headquarters, and Texas and Nevada recently amending their...more
In two notable recent judgments, the Bermuda Supreme Court ruled that a director of a Bermuda company was entitled to an interim injunction prohibiting the company and its other directors from improperly excluding him from...more
The Delaware Court of Chancery dismissed three claims in Ritchie v. Baker (6/25). Broadly speaking, the plaintiff failed to adequately plead demand futility under Court of Chancery Rule 23.1 because the complaint did not...more
The Delaware Supreme Court’s 2015 decision in Corwin v. KKR Financial Holdings LLC1 reshaped the landscape of merger and acquisition litigation by establishing a powerful defense for Delaware companies. Under the Corwin...more
The survey results from this “What Directors Think” publication from Corporate Board Member, Diligent Institute and FTI Consulting are based on the thoughts of more than 200 US public company directors. Here are a dozen...more
In a recent decision, Thomas J. Scaramellino v. Arencibia Holdco, LLC, the Delaware Court of Chancery refused to allow the unitholder of a Delaware LLC to access “informal” LLC books and records—email, text messages, Slack,...more