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Two say-on-pay related derivative suits recently dismissed

Holland & Knight LLP
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USA
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March 26 2012

Recently, two say-on-pay related derivative suits were dismissed by courts in California and Maryland

Delaware Chancery Court addresses indemnification and advancement of legal expenses

Holland & Knight LLP
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USA
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March 26 2012

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

Delaware court refuses to enjoin merger despite lack of typical fiduciary safeguards due to board's expertise in corporation's business

Holland & Knight LLP
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USA
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November 7 2011

Under Delaware law, a board of directors entering into a change of control transaction involving the sale of a company must secure the best value reasonably attainable for the company's stockholders

Delaware Chancery Court decides case on timing of annual stockholders meetings and advance notice requirements for stockholder proposals

Holland & Knight LLP
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USA
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June 20 2011

On June 3, 2011, the Delaware Court of Chancery refused to enjoin a stockholders meeting and enforced an advance notice requirement regarding stockholder proposals imposed by the company's proxy statement rather than its bylaws

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