The draft statute defines controlling shareholder as someone who, among other things, owns at least 1/3 of the issuer’s voting power. Presumably the drafters intend that someone who owns less than 1/3 of the voting stock is not a controlling

Over on LinkedIn, the invaluable Lauren Pringle of the estimable Chancery Daily wrote of Delaware SB 21: Make no mistake — this is regressive legislation that races us to the bottom. If you told someone forty years ago in all

Larry Cunningham held a program on Delaware SB 21 yesterday at the University of Delaware’s Weinberg Center. He summarized the speakers on Linkedin. One speaker was Ed Rock (regular readers will recall he is the Chief Reporter of the

As I have been doing, my friend Yale law professor Jon Macey has been following developments with respect to Delaware SB 21 closely. He posed a question that I found quite interesting and kindly gave me permission to pass it

The Delaware Supreme Court held in Schnell v. Chris-Craft Industries, Inc., that “inequitable action does not become permissible simply because it is legally possible.” This means that even if a corporate action complies with the literal terms of a statute,

This post is now available at CLS Blue Sky Blog.

Over on LinkedIn, my friend and fellow corporate law prawf Eric Talley poses a thought question about new Delaware SB 21, about which I have been blogging extensively: A new and historically significant set of proposed Delaware corporate law reforms