The SEC’s Division of Corporation Finance recently released three Compliance and Disclosure Interpretations concerning the SEC’s so-called unbundling rule (Exchange Act Rule 14a-4(a)(...
The Delaware Court of Chancery upheld the facial validity of exclusive forum-selection bylaw provisions in a recent decision. As we explain in our memo, the opinion is notable for both i...
Yesterday, Chancellor Leo E. Strine, Jr. of the Delaware Court of Chancery upheld the statutory and contractual validity of bylaws separately adopted by the boards of directors of Chevron...
In a recent, landmark Delaware decision in In re MFW Shareholders Litigation, C.A. No. 6566-CS (Del. Ch. May 29, 2013), Chancellor Leo E. Strine, Jr. answered a frequently debated (but un...
As widely reported, on February 22 in Greenlight Capital, L.P. v. Apple, Inc., a federal court in New York enjoined Apple shareholders from voting on a proposal that combined four charter...
In a bench ruling issued on February 6 in In re Puda Coal, Inc. Stockholders Litig., the Delaware Court of Chancery declined to dismiss breach of loyalty claims against the U.S. independe...
On July 5, 2012, the Code Committee of the U.K. Takeover Panel (the “Panel”) published three Public Consultation Papers (“PCPs”) setting out proposed amendments to the U.K. Takeov...
On October 14, 2011, the Delaware Court of Chancery entered a $1.26 billion damages award in In re Southern Peru Copper Corp. S’holder Derivative Litig., a derivative action challenging...
As we prepare for the upcoming proxy season and the answer to the question of whether we will see many, any, or only a few targeted, proxy access shareholder proposals (see the Davis Polk...
The SEC’s changes to Exchange Act Rule 14a-8(i)(8), which went into effect yesterday, generally will require companies to include in their proxy materials shareholder proposals addressi...
