In a practical ruling that explicitly acknowledges the relevance of “[p]ractice and understanding in the real world,” the Delaware Supreme Court today invalidated a bylaw amendment ad...
The Delaware Chancery Court has upheld the validity of a bylaw amendment adopted by the stockholders of Airgas, Inc. at its September 2010 annual meeting that accelerates the date of Airg...
As the percentage of tender offers in friendly transactions has risen in recent years, so too has use of so-called “top-up options.” Yet, despite their prevalence, the validity of top...
Proxy access will be a reality beginning in the 2011 proxy season. The SEC’s new Rule 14a-11 will enable long-term substantial shareholders, acting alone or in concert, to nominate cand...
The Delaware Chancery Court last week upheld a shareholder rights plan adopted by Barnes & Noble’s board of directors in the face of a rapid accumulation of stock by investor Ronald Bur...
In a recent Delaware decision issued in In re CNX Gas Corp. Shareholders Litigation, C.A. No. 5377-VCL (Del Ch. May 25, 2010), Vice Chancellor Travis Laster imposed additional requirement...
The Delaware Chancery Court issued an important decision last week in Selectica, Inc. v. Versata Enterprises, Inc., upholding Selectica’s adoption and deployment of a rights plan with a...
A recent Delaware Chancery Court decision raises the stakes for faulty compliance with Section 13(d) filings, holding that a jilted merger partner in a deal-jump situation may proceed wit...
The SEC’s proposed proxy access rules were released on June 10. Comments are due by August 17. The SEC’s apparent goal is to adopt some form of proxy access rule in time for the 2010 ...
In response to a public outcry over compensation and other practices and a call for accountability in the current financial crisis, a sharply divided Commission today proposed amendments ...
