Corporate Governance

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...

Use Caution When Entering Into Side Letters With Investors

Side letter agreements have long been used in private equity fund investments to supplement or interpret the terms of...

Delaware Chancery Court Dismisses Suit Challenging Board Compensation Awards

A Delaware Court of Chancery judge recently dismissed a stockholder derivative suit against the directors of Investors Bancorp alleging...

In California, Non-Voting Shares Aren’t Always What They Seem

Business owners often inquire about establishing voting and non-voting shares. The primary motivation is a desire to limit the...

When Abstaining From A DIRECTOR Vote Isn’t Enough To Avoid Liability

Over the last two decades, there has been a rise in the number of actions seeking to hold the...

Feb 9 · 50 sec read >

Delaware Court of Chancery Finds Supermajority Director Removal Bylaw Invalid

The Delaware Court of Chancery recently invalidated a corporate bylaw provision requiring 66 ⅔ percent of the voting power...

Signing Contracts Under Seal: Not Just An Ancient Relic

Signing a contract under corporate seal. It can sound like a formality of a bygone era, but in some...

FTC Increases HSR Act Reporting Thresholds

The Federal Trade Commission recently revised the reporting thresholds for the Hart Scott Rodino Antitrust Improvements Act of 1976,...

Delaware Supreme Court Revives Zynga Suit, Provides Guidance On Director Independence

The Delaware Supreme Court recently revived a lawsuit against the controlling shareholder of Zynga Inc. and other board members...

Feb 3 · 3 min read >