The recent In re Edgio, Inc. Stockholders Litigation decision highlighted concerns when a public company involved in a business combination adopts defensive measures that would continue f...
Plaintiff stockholder litigation is increasingly alleging that discussions over merger support agreements and rollover agreements trigger the higher vote required by Section 203 of the De...
We consider the practical takeaways of new SEC Rule 14a-19 and universal proxy card voting in contested director elections. The change to universal proxy cards is a prompt for companies t...
Much of 2020 saw a decline in shareholder activist campaign levels, presumably as activists stood back while the world dealt with and responded to a global pandemic.But we suspected that ...
Extreme dislocation and a major sell-off in global equity markets have led to many public companies finding their stock prices at severely depressed levels, often over 50% off last twelve...
On January 13, 2020, the U.S. Treasury Department promulgated its final regulations implementing the Foreign Investment Risk Review Modernization Act of 2018 (FIRRMA) to reform the author...
Two recent Delaware decisions have made clear that courts will not give business judgment rule deference where boards of directors allegedly failed to implement or monitor oversight syste...
On September 17, 2019, the Treasury Department issued highly anticipated proposed final regulations intended to implement fully the reforms in the foreign investment review process wrough...
The Business Roundtable has set out a path toward so-called stakeholder capitalism in its highly publicized Statement on the Purpose of a Corporation. There has been a great deal of media...
