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Farrell Fritz, P.C.

Over the Limit: Can Equity Trump the Certificate of Incorporation’s Share Cap?

Farrell Fritz, P.C. on

We often remark anecdotally that disputes over ownership status—whether one is or is not an owner—seem far more common in the context of LLCs than corporations. The contrast between the often-permissive structure of the...more

Venable LLP

Class Voting Distinctions between Maryland and Delaware

Venable LLP on

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

Patterson Belknap Webb & Tyler LLP

Delaware Court Holds that SPAC Sponsor’s “Founder Shares” Created a Conflict of Interest with Public Stockholders

Patterson Belknap Webb & Tyler LLP on

In 2021, there were 613 initial public offerings (“IPOs”) of Special Purpose Acquisition Companies (“SPACs”), after 248 SPACs went public in 2020 and 59 in 2019. Prior to 2021, there had not been more than 500 IPOs of any...more

Latham & Watkins LLP

Delaware Court Applies Entire Fairness Standard to MultiPlan de-SPAC

Latham & Watkins LLP on

The decision adopts enhanced scrutiny of director fiduciary duties for de-SPAC transactions, but suggests dismissal may be appropriate when stockholders exercise redemption rights on a fully informed basis. On January 3,...more

Wilson Sonsini Goodrich & Rosati

Delaware Court of Chancery Issues Important Decision on Recapitalizations and Dual-Class Structures Involving Controlling...

Wilson Sonsini Goodrich & Rosati on

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

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