The Corporate and Securities Law blog published by Stinson LLP covers legal developments and regulatory issues affecting corporate governance, securities regulation, mergers and acquisitions, fiduciary duties, dispute resolution provisions, and financial compliance. It discusses topics such as SEC rules on registration statements, arbitration provisions, stablecoin regulation under the GENIUS Act, indemnification claims, and fiduciary breach litigation. The blog provides analysis of court decisions, regulatory proposals, and legislative frameworks relevant to corporate entities, investors, and financial institutions, with a focus on practical implications for risk management, compliance, and transactional structuring.
Overview
On September 17, 2025, the Securities and Exchange Commission (SEC) issued a final rule and policy statement clarifying that the inclusion of mandatory arbitration provisions between issuers and investors will not affect the staff’s decision to accelerate the effectiveness…
The U.S. Department of the Treasury issued a Request for Comment required by the Guiding and Establishing National Innovation for U.S. Stablecoins Act, or the GENIUS Act, which furthers the Trump Administration’s policy of supporting the responsible growth and use…
Halinski v. ADS Grp. Acquisition, LLC (Del. Ch. (7/25) discusses the propriety of indemnification claims. The relevant SPA deferred payment of a $4,439,000 Tax Holdback to cover certain possible post-closing tax liabilities. Over time, the SPA required Purchaser to release…
The Delaware Court of Chancery dismissed three claims in Ritchie v. Baker (6/25). Broadly speaking, the plaintiff failed to adequately plead demand futility under Court of Chancery Rule 23.1 because the complaint did not establish that a majority of the…
The SEC has withdrawn proposed rules captioned “Substantial Implementation, Duplication, and Resubmission of Shareholder Proposals Under Exchange Act Rule 14a-8″. In conjunction therewith the SEC announced “The Commission does not intend to issue final rules with respect to these proposals.”…
The SEC announced today that it will host a roundtable on June 26, 2025, to discuss executive compensation disclosure requirements. The roundtable’s agenda and speakers will be disclosed at a later date.
Concurrently with the announcement of the roundtable, SEC…
Amongst the issues discussed in a Delaware Chancery Court opinion in a case captioned In re Plug Power Inc. Stockholder Derivative Litigation, was whether SEC comment letters formed a basis for a Caremark Claim.
The Company received five comment…
Govern Walz has signed legislation that includes the following changes to the Minnesota Business Corporation Act:
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As part of an effort to provide greater clarity on the application of the federal securities laws to crypto assets, the SEC’s Division of Corporation Finance has provided its views about the application of certain disclosure requirements under the federal securities…
The SEC staff has promulgated new views on stablecoins. Specifically, the staff statement addresses stablecoins that are designed to maintain a stable value relative to the United States Dollar, or “USD,” on a one-for-one basis, can be redeemed for USD…
