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Results: 1-10 of 16

Delaware Chancery Court addresses indemnification and advancement of legal expenses

  • Holland & Knight LLP
  • -
  • USA
  • -
  • March 26 2012

A recent opinion from the Delaware Chancery Court addresses directors' and officers' indemnification and advancement rights

Second Circuit clarifies Section 10(b) duty to update and Rule 10b-5 pleading standard

  • Holland & Knight LLP
  • -
  • USA
  • -
  • March 22 2010

On March 1, 2010, the Second Circuit Court of Appeals affirmed in part and vacated in part a securities class action brought against a company for failing to update investors concerning problems with an agreement with the United States Postal Service (USPS) to serve as the preferred provider of USPS's electronic postmark

Delaware Court of Chancery applies entire fairness standard to majority stockholder's debt conversion

  • Holland & Knight LLP
  • -
  • USA
  • -
  • August 9 2010

On May 28, 2010, the Delaware Court of Chancery held that the former controlling stockholder of a company had not established the entire fairness of a debt conversion transaction entered into between the company and the controlling stockholder

Delaware chancery court adopts standard for controlling stockholder going private transactions

  • Holland & Knight LLP
  • -
  • USA
  • -
  • June 7 2010

The Delaware Court of Chancery held that the "entire fairness" standard of review applies to a going private transaction (tender offers and mergers) initiated by a controlling stockholder unless the transaction is both (i) negotiated and affirmatively recommended by a special committee of independent directors and (ii) conditioned on the affirmative tender or approval of a majority of the minority stockholders

Court of Chancery affirms validity of bylaw accelerating timing of annual meeting

  • Holland & Knight LLP
  • -
  • USA
  • -
  • October 25 2010

In a case of first impression, the Delaware Court of Chancery considered the validity of a shareholder proposed bylaw amendment that would cause the company's annual meetings to be held in January of each year as opposed to August when the meetings have historically been held

U.S.Sentencing Commission adopts changes to sentencing guidelines

  • Holland & Knight LLP
  • -
  • USA
  • -
  • May 3 2010

On April 7, 2010, the U.S. Sentencing Commission approved changes to the Federal Sentencing Guidelines

Poison pill withstands judicial scrutiny despite special treatment given to company founder

  • Holland & Knight LLP
  • -
  • USA
  • -
  • August 23 2010

An investor acquired 18 of a company and publicly stated he was considering purchasing more shares

“Filing Olympics” discouraged in Delaware derivative litigation

  • Holland & Knight LLP
  • -
  • USA
  • -
  • July 26 2010

In two recent significant decisions, the Delaware Chancery Court has sent a clear message to would-be plaintiffs racing to be the first to file a derivative class action to do their homework first

Delaware chancery court refuses to certify a class in connection with recapitalization plan

  • Holland & Knight LLP
  • -
  • USA
  • -
  • September 27 2010

The Delaware Court of Chancery refused to certify a class action by minority shareholders alleging material non-disclosures in connection with a recapitalization plan approved by the written consent of less than all of the shareholders under 8 Del

Court permits company to exclude shareholder proposal

  • Holland & Knight LLP
  • -
  • USA
  • -
  • March 22 2010

Rather than go through the SEC process for excluding shareholder proposals, an issuer sought a declaratory judgment from the District Court for the Southern District of Texas that it may exclude a shareholder proposal from its proxy statement