In a decision with significant implications for transactions involving controlling stockholders and other conflicted fiduciaries, the Delaware Supreme Court has upheld the constitutionality of a series of amendments to Delaware General Corporation Law (DGCL) §144, enacted in 2025. See Rutledge
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Foreign Issuers and Section 16 Reporting: SEC Adopts Final Rules for the Holding Foreign Insiders Accountable Act
The Securities and Exchange Commission today adopted final rules and form amendments to reflect the requirements of the recently enacted Holding Foreign Insiders Accountable (“HFIA”) Act.
Directors and officers of foreign private issuers, or FPIs, with a class of equity
Upcoming Reporting Requirements for Venture Capital Companies with a Nexus to California
March 17, 2026 Update: Implementation and enforcement of the Fair Investment Practices by Venture Capital Companies Law (“FIPVCC”) will be suspended pending completion of rulemaking and until final regulations are in place. California Department of Financial Protection and Innovation (“DFPI”)
Letter to SEC Chair Atkins on Proxy Advisor Executive Order
Earlier this month, Senator Elizabeth Warren, in her capacity as Ranking Member of the Senate Banking, Housing, and Urban Affairs Committee, sent a letter to Securities and Exchange Commission (“SEC”) Chairman Atkins, in response to an executive order titled “Protecting
EDGAR Next and Exchange Delegation: A New Compliance Consideration for Listed Companies
On January 27, 2026, the New York Stock Exchange (“NYSE”) issued its annual listed company guidance, highlighting an important but often overlooked consequence of the Securities and Exchange Commission’s (“SEC”) transition to EDGAR Next: the need for listed companies
Getting on Board Training Program: D&O Insurance & What Directors Need to Know
Hybrid Seminar: February 26, 20265:00 p.m. – 6:00 p.m. ETRegister here.
Litigation risks facing directors, officers, and corporations are inevitable and increasingly complex. What can you do to make your company and yourself more defensible from lawsuits? What protections
Delaware Law Alert: Delaware Case Applying Indemnification Materiality Scrape Creates Risks for the Unwary
An imprecise materiality scrape can significantly expand the scope of a seller’s potential liability for indemnification and fraud claims. In a recent opinion, the Delaware Superior Court, applying a materiality scrape, held that the seller breached its absence of changes
Section 16(a) Reporting for Foreign Private Issuers
Effective March 18, 2026, foreign private issuers, or FPIs, will be subject to the reporting requirements under Section 16(a) of the Securities Exchange Act of 1934. Below, we outline what this means for FPIs, their officer and directors, and how
Getting on Board Training Program: Financial Statement Fraud in Focus: A Board Oversight Imperative
Webinar | February 3, 20268:30 a.m. – 9:30 a.m. ETRegister here.
Economic and regulatory disruption has intensified financial reporting risk, fraud exposure, and restatement scrutiny raising the bar for board and audit committee oversight. This session highlights where directors
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