Classified boards, which divide directors into staggered classes with only one class standing for reelection annually, have long been considered a powerful defense against hostile corporate takeovers. Despite their widespread use, they remain a topic of intense debate. While studies
The Sixth Circuit Misses the Mark in Cavalier v. Lime Ventures – Failing to Protect the Value Distributors Create in Brands
In its recent decision in Cavalier Distributing Co., Inc. v. Lime Ventures, Inc. (link to opinion), the Sixth Circuit Court of Appeals affirmed a ruling denying an injunction to a beer wholesaler after a successor importer failed to sell brands
Guest Post: “Mission Critical”: Director Liability Ticking Time Bomb
Tim J. Leech
Recent case law developments in Delaware’s courts underscore the importance for corporate boards to monitor “mission critical” operations at their companies. These developments have important corporate governance implications, as I detailed in a September blog post (
Our Year-End Tool Kit is Now Available
We are pleased to present our Year-End Tool Kit, which is intended to assist you in preparing for the upcoming annual reporting and proxy season. Our annual Tool Kit includes updated D&O Questionnaires, executive compensation materials and detailed calendars
Time Flies: Understanding The Court of Chancery’s Approach To Laches and Statutes of Limitations
The doctrine of laches and statutes of limitations both bar claims brought too late. But when does each apply? And how late is too late? A recent case in the Delaware Court of Chancery, MW Gestion v. Sinovac Biotech Ltd
Federal Shake-Up: Navigating the Future of Aviation Law
FREE WEBINAR
December 12, 2024 at 1 PM EST
An incoming presidential administration focused on regulatory relief, combined with the Supreme Court’s recent decision in Loper-Bright, could mean major changes in federal oversight of the aviation industry.
Join our Aviation
Is Delaware Corporate Law Meant Only For Oἱ Όλίγοι?
Professor Stephen Bainbridge has offered a rebuttal to my observation that Delaware’s corporate law is inaccessible to everyday observers. He posits that inaccessibility is a “feature not a bug”. As an example, he describes a merger transaction rife with complexities
Trusts: To Trust or Not to Trust?
Recently, there have been a number of high-profile proxy fights involving trusts, particularly real estate investment trusts (REITs). In contrast to corporations, a trust is predominately governed by its declaration of trust (DOT). While a shareholder of a corporation is
SEC Investor Advisory Committee to meet on Mandatory Arbitration Clauses, Alternative Investments, and Finfluencers
The Securities and Exchange Commission’s Investor Advisory Committee (the “Committee”) will meet on Tuesday, December 10, 2024, in an open meeting, that will stream on the SEC’s website. The Committee will first hear from two panels. The first panel, “Examining
Joining a Startup Board as a VC
Joining your first startup board as a VC or other investor designee is a big thrill!
You are joining a team you’ve invested in and you are excited to help them build something new and innovative!
But startups are known