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Cooley LLP | USA | 8 Jun 2023
Ninth Circuit Upholds Delaware Forum-Selection Clause, Dismisses Federal Derivative Action
On June 1, 2023, the US Court of Appeals for the Ninth Circuit held in a split en banc decision that forum-selection clauses requiring shareholders…
Duane Morris LLP | USA | 11 Apr 2023
Do New Delaware General Corporation Law Exculpation Amendments Trigger a Mandatory Class Vote for Changes to Charters?
In August 2022, a number of amendments to the provisions of the Delaware General Corporation Law (DGCL) went into effect. One amendment of note is…
Troutman Pepper | USA | 16 Feb 2023
More Than a Majority: Chancery Court Provides Rare Guidance on Charter Amendments
It is well known that the Delaware General Corporation Law (DGCL) provides that a majority of the voting power of all stockholders entitled to vote is…
Ropes & Gray LLP | USA | 6 Feb 2023
Insights from Experience - Acquiring Public Benefit Corporations
Corporate purpose has been gaining attention in recent years, with increased focus from investors as well as other constituencies, including…
Mayer Brown | USA | 19 Jan 2023
Officer Exculpation: Delaware Updates and Approach to Charter Amendments
The amendments to Section 102(b)(7) of the Delaware General Corporation Law (“DGCL”) went into effect on August 1, 2022. As a result, corporations…
Sidley Austin LLP | USA | 18 Nov 2022
Bylaw Amendments, Shareholder Activism, and Flying Close to the Sun
A case presently before the Delaware Court of Chancery challenging a corporation’s advance notice bylaw amendments, initiated by activist investor…
Jones Day | USA | 16 Aug 2022
Delaware Authorizes 102(b)(7) Exculpation of Senior Officers
Until now, Delaware corporations could eliminate or limit monetary liability for breaches of the duty of care only by directors—but not officers. The…
Covington & Burling LLP | USA | 11 Aug 2022
Delaware Permits Exculpation of Officers
On August 1, 2022, amendments to the Delaware General Corporation Law ("DGCL") took effect that permit corporations to eliminate or limit the…
Skadden Arps Slate Meagher & Flom LLP | USA | 24 May 2022
Seventh and Ninth Circuits Split Over the Scope of Exclusive Forum Provisions
Earlier this year the United States Courts of Appeals for the Seventh and Ninth Circuits each addressed the question of whether an exclusive forum…
Kurtin PLLC | USA | 16 May 2022
Mergers & Acquisitions III: Acquisition Consideration: Deal points
This is the third of a series of periodically issued advisories on Mergers & Acquisitions (M&A) that we started in April 2022. Its predecessors in…
