Recently, the Delaware legislature adopted and Delaware’s Governor signed into law several substantive amendments to the General Corporation Law of the State of Delaware (the DGCL), 8 Del. C. §§ 101 et seq.New ProvisionsRatification of Defective Corporate Acts, Transactions and Stock (§§ 204 and 205) → These new Sections provide a procedure to ratify defective corporate acts, transactions and stock and vest the Court of Chancery of the State of Delaware (the Court of Chancery) with jurisdiction over disputes regarding such ratification, the validity of any corporate act, transaction or stock and the modification or waiver of any of the procedures for ratification of any corporate act, transaction or stock.Elimination of Stockholder Vote For Certain Two-Step Mergers (§ 251(h)) → New Section 251(h) permits a merger agreement to eliminate the requirement of a stockholder vote for qualifying two-step mergers.Public Benefit … [Read more...] about 2013 Amendments to the Delaware General Corporation Law
Merge s corporations
Yesterday’s post concerned the Court of Appeal’s opinion in Busse v. United Panam Financial Corp., 2014 Cal. App. LEXIS 11 (Cal. App. 4th Dist. Jan. 8, 2014) holding that shareholders may not pursue monetary damages under Section 1312(b) of the California Corporations Code. That statute applies if “one of the parties to a reorganization or short-form merger is directly or indirectly controlled by, or under common control with, another party to the reorganization or short-form merger”. The Court of Appeal found that the plaintiffs had sufficiently alleged common control by averring that on defendant controlled about 40% of the company’s stock. In reaching, this conclusion, the court looked to Hellum v. Breyer, 194 Cal. App. 4th 1300 (2011), a case arising under the Corporate Securities Law of 1968, not the General Corporation Law. See Court Rejects Control Requirement For Director Liability.The Court does not … [Read more...] about 40% Is Less Than A Majority But Can It Be “Control”? Re: California Corporate Securities
On June 23, 2016, the UK voted in a referendum to leave the EU. The UK government will now initiate the procedure under Article 50 of the Lisbon Treaty leading to the UK’s withdrawal from the EU. The UK will be immediately excluded from the European Council and the Council of Ministers, and a negotiation period of two years will commence during which the terms of its withdrawal and of its future relationship with the EU will be determined. No member state has initiated this procedure before, and so it is impossible to predict what this future relationship will be. Furthermore, the UK’s relationships with non-EU states will have to be independently reestablished, as it will no longer be entitled to rely on the bilateral treaties with those states it enjoyed whilst an EU member state.This Client Alert will focus on the likely impact of Brexit on the laws of the UK influencing key business areas for U.S. corporations doing business in the UK. M&AThe UK Companies Act 2006, … [Read more...] about How Will the Exit of the United Kingdom from the European Union (“Brexit”) Affect U.S. Corporations Doing Business in the UK?
Our panel of leading analysts tackles the complex issue of corporate passporting and how Brexit might complicate the issue even more in this latest addition to our multi-part video series discussing the U.K.’s decision to leave the EU and the potential challenges and opportunities Brexit poses for businesses on either side of the Atlantic.Mark: Gotcha. And in London, Jonathan, when we were talking about this concept to, of passporting, you know, immediate after the vote, I wondered if I was going to be able to get back and visit my parents and they said, well, we’ll see you more often now because the Pound is lower but I said, well, only 10 percent more but the, as we start to look at merges and acquisitions and this passporting, and can you tell us just a little bit more about passporting because it’s not just about whether or not I can get back into the UK or the EU, it’s more about how, the freedom of companies to move around, isn’t … [Read more...] about Brexit’s Potential Impact on Corporate Passporting and the Banking Industry – Part 7 [VIDEO]
Executive Compensation DevelopmentsThe general counsel should anticipate questions from the board and its executive compensation committee from recent media coverage of executive compensation (especially in the nonprofit sector). This increased focus has concentrated on issues relating to reasonableness of compensation, and the use of compensation to reward particular organization and individual success—and to hold executives accountable for shortfalls in leadership or performance. Media attention to nonprofit executive compensation is nothing new, and data contained in Form 990 filings should always be expected to “see the light of day.” The general counsel can address related concerns by advising her internal board/committee clients to focus on the following critical factors: (a) the comprehensive nature of the board’s executive compensation approval process and the strength of the position on the "Rebuttable Presumption"; (b) familiarity with all … [Read more...] about Executive Compensation, DOJ Compliance, Corporate Ethics: Corporate Law and Governance Update March 2017