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Mandelbaum Barrett PC

Delaware: A Corporate Favorite and Here’s Why

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Delaware’s Legal System: A Foundation Businesses Can Rely On - Delaware has earned a national—and international—reputation for its sophisticated and business-friendly corporate laws....more

Blake, Cassels & Graydon LLP

Alberta Securities Commission Releases Reasons for Cease-Trading Retroactive Poison Pill

On July 22, 2025, the Alberta Securities Commission (ASC) released reasons for its decision to cease-trade a shareholder rights plan of Greenfire Resources Ltd. The rights plan had been adopted in response to the announcement...more

Mintz

Missouri AG Launches Investigation of Proxy Advisory Firms Related to Alleged ESG-Focused Recommendations

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The Missouri Attorney-General, Republican Andrew Bailey, recently announced an investigation into the two principal proxy advisory firms for potential violations of Missouri law “related to their promotion of radical...more

Skadden, Arps, Slate, Meagher & Flom LLP

Insights: The Delaware Edition - July 2025

In this issue, we recap significant developments in the Delaware courts affecting corporations, their boards and managements. Don’t Call It a Comeback: A Decade Later, the Corwin Doctrine Still Packs a Knockout Punch - ...more

Skadden, Arps, Slate, Meagher & Flom LLP

Where’s the Beef? Delaware Courts Nix Unripe Challenges to Advance Notice Bylaws and Uphold Bylaws Adopted ‘on a Clear Day’

Almost overnight, generative artificial intelligence (GenAI) has become ubiquitous in numerous aspects of life, both personal and work-related. Nearly all major law firms have begun to explore and, in many instances, have...more

Skadden, Arps, Slate, Meagher & Flom LLP

Don’t Call It a Comeback: A Decade Later, the Corwin Doctrine Still Packs a Knockout Punch

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

Hendershot Cowart P.C.

Texas LLCs, Corporations: Act Now to Secure New Business Protections from 2025 Legislative Reforms

Hendershot Cowart P.C. on

Major changes to Texas Business Organizations Code enacted during this summer’s legislative session provide unprecedented protection for management decisions and business disputes – but only if you amend your governing...more

Cadwalader, Wickersham & Taft LLP

Delaware Supreme Court Reinforces High Standard for Establishing an Acquiror’s Liability

On June 17, 2025, in In re Columbia Pipeline Group Merger Litigation, the Delaware Supreme Court reversed a nearly $200 million damages award against TransCanada Corporation (TransCanada), a Canadian energy company (now TC...more

Conyers

The Duties of Independent Directors in Amalgamations and Mergers

Conyers on

This article is the second of a three-part series analysing the decision of Justice Martin in Glendina Pty Limited & Ors v NKWE Platinum Ltd (2025) SC (Bda) 15 Civ – the first “fair value” appraisal claim under section 106...more

Cooley LLP

Nevada Enacts Law to Provide More Statutory Liability Protections

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Recently, Nevada passed new legislation (AB 239) to amend the Nevada Revised Statutes to provide a number of statutory liability protections, including de-emphasizing the use of Delaware case law in interpreting Nevada law....more

Jones Day

Board Leadership in Navigating Volatility

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Public company boards are facing an unprecedented convergence of destabilizing forces, including geopolitical shocks, inflation, supply-chain disruptions, social unrest, and rapid technological change. At the same time,...more

Hogan Lovells

Delaware Supreme Court applies business judgment rule in litigation claiming speculative benefits to the board

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The Supreme Court of Delaware reversed the Court of Chancery's application of the entire fairness standard to a company's decision to redomesticate. In the proceedings below, the minority shareholders of TripAdvisor, Inc. and...more

Conyers

BVI Court of Appeal Upholds Directors' Right to Inspect Company Documents, Including Litigation Funding Details

Conyers on

In a recent decision, the Eastern Caribbean Supreme Courts’ Court of Appeal reaffirmed the statutory rights of directors under the BVI Business Companies Act, 2004 (the “BCA”) to inspect company documents, including...more

Katten Muchin Rosenman LLP

Texas Governor Signs HB 40, Expanding Jurisdiction of the Texas Business Court - Delaware Court System Faces Increased Industry...

On the final day of the 89th Legislative Session, the Texas Legislature passed House Bill 40 (HB 40) to expand the jurisdictional and operational framework of the Texas Business Court. The Bill has since been signed by...more

Thomas Fox - Compliance Evangelist

Sunday Book Review: June 15, 2025. The Books on Corporate Governance Edition

In the Sunday Book Review, Tom Fox considers books that would interest compliance professionals, business executives, or anyone curious about the subject. It could be books about business, compliance, history, leadership,...more

Winstead PC

Texas Codifies Business Judgment Rule and Reforms Derivative Actions: Key Changes Under SB 29

Winstead PC on

Last month, Texas Governor Greg Abbott signed into law Senate Bill 29 (SB 29), introducing significant amendments to the Texas Business Organizations Code (TBOC).  Chief among these are the codification of the “business...more

Brownstein Hyatt Farber Schreck

Nevada Enacts Corporate Legislation and Advances Dedicated Business Court

Continuing its tradition of bipartisan, thoughtful development of corporate laws and fostering an atmosphere supportive of responsible businesses, the Nevada Legislature has approved—and Gov. Joe Lombardo has signed—Assembly...more

Mayer Brown

Navigating Recent Amendments To The Delaware General Corporation Law: Governing Conflicted Transactions

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In this episode, Mayer Brown partners Andrew Noreuil and Brian Massengill discuss this year’s amendments to the Delaware General Corporation Law, which have fundamentally altered the landscape for conflicted transactions. Our...more

Fenwick & West LLP

Nevada Legislature Adopts Significant Amendments to its Corporate Law to Further Entice Corporations to Incorporate or...

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Not to be outdone by Delaware and Texas, the Nevada Senate voted unanimously on May 21, 2025, to adopt Assembly Bill No. 239 (AB 239), which provides for significant amendments to the Nevada Revised Statutes (NRS) governing...more

PilieroMazza PLLC

Managing Litigation Risk During the Business Lifecycle, Part 3: Derivative Actions

PilieroMazza PLLC on

While litigation risk is an unavoidable aspect of running a business, business owners can limit such risks with early planning. In this third installment of PilieroMazza’s blog series, “Managing Litigation Risk During the...more

Bradley Arant Boult Cummings LLP

New Formation and Governance Considerations: Taking Advantage of Texas SB 29

Texas Gov. Greg Abbott signed into law Senate Bill 29 (SB 29) on May 14, 2025. SB 29 amends the Texas Business Organizations Code’s (TBOC) provisions regarding corporate governance, director and officer liability, shareholder...more

Hendershot Cowart P.C.

Texas Senate Bill 29: New Business Liability Protections and Governance Reforms for SMBs

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Texas Senate Bill 29 (SB 29), signed into law by Governor Abbott on May 14, 2025, and effective immediately, introduces substantial changes to the Texas Business Organizations Code that affect how businesses operate in the...more

Vinson & Elkins LLP

Actions for Corporations to Obtain the Benefits of Amendments to the Texas Business Organizations Code

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On May 14, 2025, Texas Governor Abbott signed Senate Bill 29 (“S.B. 29”) into law, significantly reforming the Texas Business Organizations Code (“TBOC”) to promote Texas as a preferred state of incorporation for both public...more

Tarter Krinsky & Drogin LLP

Significant DGCL Amendments Expand Protections for Corporate Insiders

Amendments to Section 144 of the Delaware General Corporation Law (DGCL) broaden safe harbor protections for interested director and officer transactions and extend such protections to controlling stockholder transactions....more

Fenwick & West LLP

Delaware Amends General Corporation Law to Stanch Company Exodus

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On March 25, Delaware adopted significant amendments to §§ 144 and 220 of the Delaware General Corporation Law which aim to provide greater clarity and predictability to corporate fiduciaries in light of certain recent...more

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