Corporate Governance

Registration Rights: What You Need To Know

Under federal law, securities can only be offered or sold pursuant with a registration statement filed with the Securities...

GoodCents Preferred Stockholders Not Entitled to Liquidation Preference

The Delaware Court of Chancery recently held that a provision in the certification of incorporation of the target company...

Jul 19 · 2 min read >

When Can a Board Resignation be a Breach of Fiduciary Duties?

The board of directors has an important role in a company, acting as representatives for stockholders while making decisions...

Delaware Supreme Court Upholds Decision Permitting Energy Transfer To Exit Williams Merger

The Delaware Supreme Court recently affirmed a lower court’s decision allowing Energy Transfer Equity to abandon a planned merger...

Delaware Corporate Law Amendments Would Be Another Step Forward For Blockchain

The Corporate Council of the Corporation Law Section of the Delaware State Bar Association last month released a set...

SEC Study Highlights “Troubling Characteristics” Of OTC Stock

The Division of Economic and Risk Analysis of the Securities and Exchange Commission recently published a study that looks...

How Can a Delaware Corporation Validate Defective Past Acts?

The Delaware Court of Chancery recently addressed an issue of first impression involving the types of “defective” corporate actions...

Delaware Ruling Provides Cautionary Tale Against Favoring Preferred Stockholders

In a recent decision, the Delaware Court of Chancery refused to dismiss a breach of fiduciary duty claim accusing...

Precision And Drafting: Keys To Ensure Your Agreement To Negotiate In Good Faith Will Be Enforceable

Term sheets, letters of intent and other preliminary documents can be useful for parties in complex negotiations, allowing them...

SEC Adopts JOBS Act Inflation Adjustments

On April 5, 2017, the Securities and Exchange Commission announced it had adopted certain amendments with respect to fundraising...