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Delaware Court of Chancery validates use of a net operating loss poison pill
- Holland & Knight LLP
- -
- USA
- -
- March 8 2010
On February 26, 2010, the Delaware Court of Chancery, in an opinion addressing the first modern triggering of a shareholdder rights plan, upheld (1) the validity of a “NOL” shareholder rights plan that contained a 4.99 “flip-in” triggering threshold, (2) the directors’ decision to lower the triggering threshold in light of recent acquisitions, and (3) the board’s subsequent decision to dilute an acquiring person who deliberately crossed the pill’s threshold
NY court denies request for preliminary injunction to delay shareholder meeting
- Holland & Knight LLP
- -
- USA
- -
- February 22 2010
On February 1, 2010, the U.S. District Court for the Southern District of New York issued an opinion denying a motion for a preliminary injunction, seeking to delay the Enzo Biochem, Inc. (“the Company”) shareholder meeting
Whistleblowing to the media is not protected by Sarbanes-Oxley
- Holland & Knight LLP
- -
- USA
- -
- February 22 2010
The U.S. District Court for the Western District of Washington granted summary judgment on whistleblower claims brought by former compliance auditors of a global, public company
Delaware Chancery Court clarifies corporation's obligation to advance expenses to former director
- Holland & Knight LLP
- -
- USA
- -
- January 25 2010
Companies routinely offer indemnification and advancement rights to their directors and officers, but quite often those rights are reduced to written statements appearing in multiple corporate documents, including articles of incorporation, bylaws, employment agreements and indemnification agreements
