How to Buy Shareholder Votes

By Michael R. Levin April 23, 2024 by renholding

Scholars who study activism have researched the value of a shareholder vote for decades. A very small number of activists have attempted to apply that research to actual proxy contests and other AGM matters. The subject was confined to academics …

Classical Liberalism and Corporate Law

By Robert T. Miller March 14, 2024 by renholding

In a new book chapter I evaluate contemporary corporate law, especially Delaware corporate law, from a classical liberal perspective—i.e., the view of politics and economics that derives from the English and Scottish Enlightenment, underlies the American founding, and has been …

Delaware Vice Chancellor Travis Laster Says Bill Barr Could Use Some Help on Delaware Law

By Travis Laster December 7, 2023 by renholding

The universe regularly provides reminders to remain humble, including reminders that having expertise in one area does not make you an expert in adjacent areas. Former Attorney General Bill Barr recently provided one of those reminders with his opinion column

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Mythical Adverse Effect

By Naveen Thomas May 17, 2023 by renholding

The material adverse effect (“MAE”) definition in mergers and acquisitions agreements is one of the most intensely negotiated, litigated, and studied contract provisions ever. It has nearly tripled in average length over the past two decades, as lawyers haggle over …

The Legal Primacy Norm in Corporate Law

By Asaf Raz December 16, 2022 by renholding

The debate over the corporation’s purpose is today a central topic of corporate law scholarship. So far, the discussion has advanced little beyond a two-sided view, considering only the approaches known as shareholder primacy and corporate social responsibility (CSR). In …

Quinn Emanuel Discusses Director Liability for Successors’ Acts

By Deborah Newman and Corey Worcester January 18, 2021 by Nisha Chandra

A great deal of buzz has been generated by the recent decision from the Southern District of New York in In re: Nine West LBO Securities Litigation, No. 20 MD 2941 (JSR) 2020 WL 7090277 (S.D.N.Y. Dec. 4, 2020), …

Why Corporate Purpose Will Always Matter

By Lyman Johnson October 26, 2020 by renholding

Business persons and lawyers have long debated whether a business corporation does or should have a purpose other than advancing shareholder interests. In a democratic, pluralist society, the issue of corporate purpose remains important and will not (and should not) …

The False Dichotomy of Corporate Governance Platitudes

By Jeffrey M. Lipshaw August 12, 2020 by renholding

Last August, the Business Roundtable (an organization of around 200 corporate CEOs) announced it was amending its Principles of Corporate Governance to eliminate the statement that the “primary purpose” of a corporation was to serve its shareholders. The CEOs wanted …

Skadden Discusses Delaware Trends Affecting M&A and Corporate Litigation

By Edward Micheletti, Jenness Parker and Sarah Runnells Martin March 6, 2019 by abirvarma

On February 20, 2019, Skadden held a webinar focused on a number of important developments in Delaware corporate law in 2018 and how such developments might affect M&A litigation in 2019. Specifically, the discussion focused on (i) the increasing importance …

Sexual Harassment and Corporate Law

By Daniel Hemel and Dorothy Shapiro Lund April 9, 2018 by renholding

Tronc Chairman Michael Ferro became the latest corporate executive to resign amid accusations of unwanted sexual advances when he stepped down from the helm of the newspaper publishing chain in mid-March. Ferro joins a long list of high-profile executives who …

The Upside of Delaware Limits on Fee-Shifting and Forum Selection Provisions

By Jonathan Rohr September 29, 2016 by renholding

Until very recently, it was not controversial to claim that shareholder litigation had entered a period of crisis. A significant majority of deals involving publicly-traded corporations (most of which are organized in Delaware) were challenged in litigation, and to make …

The Myth of Director Consent: After Shaffer, Beyond Nicastro

By Eric A. Chiappinelli June 10, 2013 by Jason Parsont

In an article just published in the Delaware Journal of Corporate Law, I argue that Delaware’s implied-consent-to-jurisdiction statute is unconstitutional. That statute, Section 3114, is routinely invoked to assert personal jurisdiction over virtually every nonresident director and officer defendant in …

Gibson Dunn on Controlling Shareholders and the Business Judgment Rule in Going Private Merger Transactions

By Brian M. Lutz and Eduardo Gallardo June 3, 2013 by Jason Parsont

On May 29, 2013, Chancellor Leo E. Strine, Jr. of the Delaware Court of Chancery issued an important decision that lays the foundation for controlling stockholders to pursue going-private merger transactions with the comfort that, if certain conditions are met, …

Delaware Law as Lingua Franca

By Jesse M. Fried March 7, 2013 by Jason Parsont

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.…

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