Paul Weiss Discusses Kallick v. Sand Ridge Energy, Inc.

In Kallick v. SandRidge Energy, Inc., the Delaware Court of Chancery, in an opinion by Chancellor Strine, enjoined the incumbent board of SandRidge Energy, which faced a consent solicitation initiated by a large stockholder seeking to de-stagger and replace …

Editor's Tweet |
Editor's Tweet: Paul Weiss Discusses Kallick v. Sand Ridge Energy, Inc.

Recent Delaware Developments: Three Cases with Surprising Outcomes that Reinforce Traditional Fiduciary Principles

In three relatively low profile decisions issued by the Delaware Court of Chancery in February 2013, the court reached seemingly atypical results given the issued involved and the procedural postures of the respective cases.  The first decision was on February …

Editor's Tweet | 1 Comment  
Editor's Tweet: S&C's Krishna Veeraraghavan & Jason S. Tyler discuss three recent Delaware cases with suprising outcomes

Delaware Law as Lingua Franca

Delaware dominates the corporate chartering market in the U.S—it is the only state that attracts a significant number of out-of-state incorporations. As a result, incorporation decisions are “bimodal,” with public and private firms typically choosing between home-state and Delaware incorporation.…

Editor's Tweet |
Editor's Tweet: Professor Jesse Fried of Harvard Law discusses "Linga Franca" as the reason incorporators may choose Delaware.

Should Angel-Backed Start-ups Reject Venture Capital?

My new Essay Should Angel-Backed Start-ups Reject Venture Capital? challenges the conventional wisdom that venture capital is a necessary – and even desirable – source of financing for all start-ups.  In particular, this Essay argues that some start-ups that attract …

Editor's Tweet |
Editor's Tweet: Professor Darian Ibrahim of Wisconsin Law discusses whether angel-backed start-ups should reject venture capital.

Shielding Corporate Counsel from Retaliatory Termination

My draft article, Blocking the Ax: Shielding Corporate Counsel from Retaliation as an Alternative to White Collar Hypercriminalization, recommends that the NYSE and Nasdaq amend their corporate governance listing standards to require that termination of a public company’s general …

Editor's Tweet |
Editor's Tweet: Professor Eric Alden of Northern Kentucky University Law discusses a proposal to shield corporate counsel from retaliatory termination.

A Primer on the Uncorporation

More and more companies appear with strange abbreviations behind their business name. Consider Chrysler Group LLC (instead of Inc.) or LVMH Montres & Joaillerie France SAS. Some even speak about the “endangered corporate form” and point to the rise of …

Editor's Tweet |
Editor's Tweet: Joe McCahery of Tilberg University School of Law discusses his recent work on Uncorporations

Investigating Shareholder Derivative Claims: The Importance of Independent Counsel

A shareholder typically brings a derivative suit on behalf of a corporation against the company’s current or former officers or directors in one of two contexts:  either after the shareholder has demanded that the board cause the company to bring …

Editor's Tweet |
Editor's Tweet: S&C's Bill Monahan and Adam Magid discuss the importance of independent counsel in investigating shareholder derivative claims

Wachtell Lipton Discusses Recent Decisions Stressing Potential Disclosure-Based Litigation Claims

With the 2013 proxy season now well underway, two recent decisions emphasize the potential litigation risks public companies face under federal and state disclosure law. These decisions highlight the need for companies to focus on disclosure requirements as they prepare …

Editor's Tweet |
Editor's Tweet: Wachtell Lipton Discusses Recent Greenlight and Symantec decisions

Shareholders Need Robust Disclosure to Exercise Their Voting Rights as Investors and Owners

In the next few months, thousands of public companies will hold their annual shareholder meetings. I would like to take this opportunity to emphasize the importance of robust proxy disclosure to shareholders and to highlight areas in which the disclosure …

Editor's Tweet |
Editor's Tweet: SEC Commissioner Aguilar discusses why shareholders need robust disclosure to exercise their voting rights

The Value of Lawyer-Directors in Public Corporations

The accepted wis­dom is that a lawyer who repre­sents herself—by acting as both a lawyer and a director—has a fool for a client.  In our working paper, Lawyers and Fools: Lawyer-Directors in Public Corporations, my co-authors, Lubomir Litov and …

Editor's Tweet | 2 Comments  
Editor's Tweet: Professor Charles K. Whitehead of Cornell Law discusses the value of lawyer-directors in public corporations

Market Discipline: The Next Generation

My forthcoming article, Interbank Discipline, draws attention to the important role that banks play monitoring and disciplining other banks.  To understand the significance of interbank discipline, the Article proposes a new way of thinking about market discipline more generally.  …

Editor's Tweet | 1 Comment  
Editor's Tweet: Professor Kathryn Judge of Columbia Law School discusses the next generation of market discipline.

Charitable Insolvency and Corporate Governance in Bankruptcy Reorganization

Poor corporate governance is a pervasive problem in the charitable nonprofit sector. Prominent examples of mismanagement and abuse include instances of intentional misconduct, such as embezzlement and unauthorized self-dealing, and negligent conduct, such as failure to diversify the organization’s investment …

Editor's Tweet |
Editor's Tweet: Professor Reid Weisbord of Rutgers Law (Newark) discusses his forthcoming article on Charitable Insolvency and Corporate Governance.

Jackson Discusses Corporate Political Spending With Bloomberg’s Lee Pacchia

Last week, Professor Robert J. Jackson, Jr.  sat down with Bloomberg Law’s Lee Pacchia to discuss his SEC petition to require public companies to disclose their political spending.  The SEC has received more than 300,000 comments on the petition, more …

Editor's Tweet |
Editor's Tweet: Professor Robert Jackson of Columbia discusses corporate political spending with Bloomberg’s Lee Pacchia

The Corporate First Responder: 15 Questions to Consider When a Corporate Crisis Strikes

When a business enterprise is confronted with a situation that suggests that there has been a violation of law, the judgments made at the outset may well be critical to the ultimate outcome. Indeed, poor choices concerning how the matter …

Editor's Tweet |
Editor's Tweet: Sullivan & Cromwell's Michael Wiseman, Sharon Nelles, and Marc Trevino discuss the 15 Questions to Consider When a Corporate Crisis Strikes.

The Proper Role of the Federal Government in Corporate Governance

Commissioner Daniel M. Gallagher delivered the below remarks before the Corporate Directors Forum at the University of San Diego, San Diego, California, on January 29, 2013:

Thank you Anne [Sheehan] for your very kind introduction.  I am honored to be …

Editor's Tweet |
Editor's Tweet: SEC Commissioner Daniel M. Gallagher discusses the proper role of the federal government in corporate governance

The Case for Transparency in Corporate Political Spending

A committee of law professors that I co-chair with Lucian Bebchuk has petitioned the SEC  to develop rules requiring public companies to disclose the use of shareholder money on politics. The petition has received unprecedented support, including comments from more …

Editor's Tweet | 4 Comments  
Editor's Tweet: Professor Robert Jackson of Columbia Law School responds to recent opposition to disclosure of corporate spending on politics

“Fine Distinctions” in the Contemporary Law of Insider Trading

William Cary’s opinion for the SEC in In re Cady, Roberts & Co. built the foundation on which the modern law of insider trading rests.  Today, we have a stable framework of three distinct legal theories—the classical theory, the misappropriation …

Editor's Tweet | 2 Comments  
Editor's Tweet: Professor Donald Langevoort of Georgetown Law has posted his new paper on Insider Trading. It includes a discussion of SEC v. Obus.

Social Media: What Boards Need to Know

Increasing amounts of communications by and relating to companies are taking place through social media. Broadly defined, social media refers to forms of electronic communication through which users share information, ideas and other content (using text, audio, video and images). …

Editor's Tweet | 1 Comment  
Editor's Tweet: Holly J. Gregory of Weil, Gotshal & Manges opines on what boards need to know about social media.

NY pension fund’s bold tactic to force campaign spending disclosure

Since 2010, when the U.S. Supreme Court unleashed corporate political spending in Citizens United v. Federal Election Commission, shareholder advocates have been warning of the dire consequences of secret campaign contributions and demanding that corporations reveal their political spending. …

Editor's Tweet |
Editor's Tweet: Will a new suit in Delaware force Qualcomm to disclose its political spending? Alison Frankel of Reuters opines.