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Court rejects shareholder proposal due to insufficient proof of ownership

Holland & Knight LLP
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USA
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April 11 2011

Rather than attempt to exclude a shareholder proposal through the normal SEC channels, a company filed a lawsuit in the Federal District Court for the Southern District of Texas seeking a declaratory judgment that would allow the company to exclude the shareholder proposal submitted by John Chevedden due to his alleged lack of eligibility

Delaware enjoins vote on merger pending curative disclosure

Holland & Knight LLP
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USA
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March 14 2011

On March 4, 2011, the Delaware Chancery Court enjoined a target from holding a shareholder meeting to vote on the approval of a merger agreement pending dissemination of curative proxy disclosure of both the amount of contingent fees to be paid to its investment adviser and the negotiations regarding the compensation that the CEO and president of the target would receive when he joined the acquirer after consummation of the merger

Delaware Supreme Court invalidates bylaw amendment

Holland & Knight LLP
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USA
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December 6 2010

On November 23, 2010, the Delaware Supreme Court invalidated a bylaw amendment adopted by the stockholders of a company at its September 2010 annual meeting that would have accelerated the date of the company's next annual meeting to January 2011

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

Holland & Knight LLP
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USA
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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

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

Holland & Knight LLP
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USA
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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

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

Holland & Knight LLP
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USA
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August 23 2010

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

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

Holland & Knight LLP
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USA
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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

“Filing Olympics” discouraged in Delaware derivative litigation

Holland & Knight LLP
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USA
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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 adopts standard for controlling stockholder going private transactions

Holland & Knight LLP
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USA
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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

U.S.Sentencing Commission adopts changes to sentencing guidelines

Holland & Knight LLP
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USA
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May 3 2010

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