On February 21, 2025, President Donald J. Trump released a National Security Presidential Memorandum (“Memorandum”) proposing broad revisions to the inbound and outbound investment screening review processes maintained and administered by the U.S. Department of the Treasury (“Treasury”), including the
In its recent decision in Manti Holdings, LLC v. The Carlyle Group Inc., C.A. No. 2020-0657-SG (Del. Ch. Jan. 7, 2025), the Delaware Court of Chancery reaffirmed the high bar plaintiffs must meet to show that a private equity fund’s
Public companies would be well advised, on a lovely, clear day (in the Delaware sense), to update their advance notice bylaws. In the normal course these bylaws receive little attention, but in the event of an activist campaign they are
Public companies would be well advised, on a lovely, clear day (in the Delaware sense), to update their advance notice bylaws. In the normal course these bylaws receive little attention, but in the event of an activist campaign they are
The Delaware Supreme Court in Kellner v. Aim Immunotech[1]recently ruled on the enforceability of a “modern” set of advance notice bylaws. Advance notice bylaws are the key tool corporations have to regulate the director nomination process and ensure
Key Takeaways
Activist Settlements and A Proposed Amendment to the DGCL
Perhaps the most fundamental expectation of public company investors is the expectation of investing in a company run by a board of directors – a board elected by stockholders and charged
Summary
Founders and controlling stockholders often seek to retain control over their companies even after taking them public, typically via high-vote share classes or, as was at issue in this case, via stockholder agreements granting the pre-IPO owners broad governance
This is the price paid for allowing our hopes, rather than established law, to guide public merger agreement drafting for the last 18 years. Con Edison v Northeast Utilities[1], a 2005 Second Circuit decision regarding a New York
