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How to switch to being a benefit corporation

  • Drinker Biddle & Reath LLP
  • -
  • USA
  • -
  • December 6 2012

This outline describes the major issues that should be considered by an existing business evaluating becoming a benefit corporation

Pennsylvania authorizes the creation of benefit corporations

  • Drinker Biddle & Reath LLP
  • -
  • USA
  • -
  • November 10 2012

On October 24, 2012, Pennsylvania Governor Tom Corbett signed into law the Pennsylvania Benefit Corporation Act (the “Act”), making Pennsylvania one of 12 states1 that have authorized the creation of a new type of corporation known as a “benefit corporation.”

Pharmaceutical industry executives face enforcement risks under the responsible corporate officer doctrine

  • Drinker Biddle & Reath LLP
  • -
  • USA
  • -
  • August 28 2012

The recent decision of the D.C. Circuit in Friedman v. Sebelius, No. 11-5028 (D.C. Cir. July 27, 2012), demonstrates the enforcement risk to pharmaceutical and medical device industry executives under the “responsible corporate officer” (RCO) doctrine

Illinois authorizes the creation of benefit corporations

  • Drinker Biddle & Reath LLP
  • -
  • USA
  • -
  • August 10 2012

On August 2, 2012, Illinois Governor Pat Quinn signed into law the Illinois Benefit Corporation Act (the “Act”), making Illinois one of eleven states that have authorized the creation of a new form of corporation known as a “benefit corporation.”

The JOBS Act and its potential effect on private placements

  • Drinker Biddle & Reath LLP
  • -
  • USA
  • -
  • March 29 2012

As of March 28, 2012, both the U.S. Senate and House of Representatives have passed the Jumpstart Our Business Startups Act (JOBS Act) and the bill now only awaits President Obama’s signature before it is enacted into federal law

The SEC staff’s response to shareholder proposals on proxy access

  • Drinker Biddle & Reath LLP
  • -
  • USA
  • -
  • March 29 2012

The SEC issued responses on March 7, 2012 to a series of no-action requests related to shareholder proposals on the right of shareholders to include director nominees in a company’s proxy materials, often referred to as proxy access

Legal challenges to exclusive forum bylaw provisions

  • Drinker Biddle & Reath LLP
  • -
  • USA
  • -
  • March 29 2012

A recent wave of lawsuits is challenging what had been a growing trend of Delaware corporations to include exclusive forum provisions in their bylaws

Delaware Supreme Court curtails rights of creditors to bring derivative suits against insolvent Delaware LLCs

  • Drinker Biddle & Reath LLP
  • -
  • USA
  • -
  • February 1 2012

If you are a creditor of a Delaware limited liability company and wish to pursue derivative claims on behalf of an insolvent company against the company’s present or former managers based on breaches of fiduciary duties, you may be out of luck

Delaware Supreme Court affirms decision on funds legally available for redemption

  • Drinker Biddle & Reath LLP
  • -
  • USA
  • -
  • January 5 2012

The Delaware Supreme Court has affirmed a Chancery Court holding that a corporation’s board of directors was entitled to conclude that it did not have “funds legally available” to redeem preferred stock within the meaning of the mandatory redemption provisions of its certificate of incorporation

ISS 2012 policy updates

  • Drinker Biddle & Reath LLP
  • -
  • USA
  • -
  • January 3 2012

Institutional Shareholder Services (ISS) released its 2012 policy updates on Nov. 17, 2011

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