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Pro-shareholder amendments to Delaware General Corporation Law proposed

Schulte Roth & Zabel LLP
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USA
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February 24 2009

Legislation proposing amendments to the Delaware General Corporation Law (the 'DGCL') has been submitted to the Delaware State Bar Association for approval and, if granted, the amendments would be sent to the Delaware General Assembly for approval and then to the Delaware State Governor for signature into law, and would become effective August 1, 2009

Short slates, majority slates and full slates: strategic and voting considerations

Schulte Roth & Zabel LLP
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USA
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April 15 2008

The ultimate threat available to an activist who seeks to cause a company to take actions it advocates for maximizing shareholder value is obtaining representation on the board through which the activist can advocate, or effectuate, change from within

The votes are in deconstructing the 2011 say on pay vote

Schulte Roth & Zabel LLP
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USA
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June 28 2011

For most public companies, the 2011 annual meeting season is now over, and the first mandatory say on pay vote is behind them

The permissible scope of bylaws: CA, Inc. v. AFSCME Employees Pension Plan

Schulte Roth & Zabel LLP
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USA
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September 19 2008

There are surprisingly few actions that stockholders, including activist stockholders, can take directly to influence corporate governance at the company they own

JOBS Act signed into law: key provisions affecting public companies, private capital raises and broker-dealers and other intermediaries

Schulte Roth & Zabel LLP
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USA
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April 9 2012

President Obama signed the Jumpstart Our Business Startups Act, or JOBS Act, into law late last week

Second Circuit affirms dismissal of debtor’s attempted subordination of former corporate parent’s claim

Schulte Roth & Zabel LLP
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USA
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September 21 2012

The U.S. Court of Appeals for the Second Circuit recently dismissed a corporate debtor’s attempt to subordinate its former corporate parent’s contract damage claim on the ground that it was a securities fraud claim

New York’s highest court rejects liability for third-party professionals who allegedly assist corporate officers’ alleged fraud

Schulte Roth & Zabel LLP
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USA
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October 27 2010

In an important decision last week, the New York Court of Appeals reaffirmed limits on the ability of corporations and those who sue on their behalf (such as bankruptcy trustees and derivative plaintiffs) to bring claims against professional advisors, including auditors and law firms, for allegedly assisting or failing to detect wrongdoing by the corporation's own management

Selectica activates poison pill, seeks declaratory judgment of pill’s validity

Schulte Roth & Zabel LLP
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USA
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January 6 2009

Selectica Inc. (“Selectica” or the “Company”) announced in a press release on the evening of Saturday, Jan. 3, 2009, that the Board of Directors of the Company ordered the exchange of each outstanding right under its poison pill Rights Agreement (the “Rights Agreement”) for one share of the Company’s common stock, thereby activating its pill

SEC introduces new reporting requirements for smaller companies

Schulte Roth & Zabel LLP
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USA
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February 28 2008

During late December, the Securities and Exchange Commission (“SEC”) adopted amendments to the disclosure and reporting requirements applicable to smaller companies

Delaware’s high court affirms dismissal of creditor’s suit against directors

Schulte Roth & Zabel LLP
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USA
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May 25 2007

The Delaware Supreme Court affirmed on May 18, 2007, the Delaware Chancery Court’s dismissal of a breach of fiduciary duty suit brought by a creditor against certain directors of Clearwire Holdings Inc

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Search results

Pro-shareholder amendments to Delaware General Corporation Law proposed

Short slates, majority slates and full slates: strategic and voting considerations

The votes are in deconstructing the 2011 say on pay vote

The permissible scope of bylaws: CA, Inc. v. AFSCME Employees Pension Plan

JOBS Act signed into law: key provisions affecting public companies, private capital raises and broker-dealers and other intermediaries

Second Circuit affirms dismissal of debtor’s attempted subordination of former corporate parent’s claim

New York’s highest court rejects liability for third-party professionals who allegedly assist corporate officers’ alleged fraud

Selectica activates poison pill, seeks declaratory judgment of pill’s validity

SEC introduces new reporting requirements for smaller companies

Delaware’s high court affirms dismissal of creditor’s suit against directors

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