The Delaware Supreme Court, on March 18, 2020, in Salzberg v. Sciabacucchi, reversed the decision of the Court of Chancery and upheld the validity of a forum selection provision in the certificate of incorporation of a Delaware corporation requiring claims under the Securities Act of 1933 to be brought in federal courts.
Read MoreOn March 13, 2020, the SEC issued guidance regarding the effect of the coronavirus (COVID-19) on upcoming annual shareholder meetings. The SEC advised that a company that has already mailed and filed its proxy materials can change the date, time, or location (including changing to a “virtual (or “remote-only”) meeting”) of its annual meeting without mailing additional proxy materials so long as that company promptly
Read MoreA recent Delaware Court of Chancery decision on a challenge to Goldman Sachs directors’ setting their own compensation is interesting because the court rejected the company’s attempt to make an end run around current law. The stockholder-approved compensation plan included a novel provision limiting the directors’ liability if they acted “in good faith.”
Read MoreThe Securities and Exchange Commission has again had to confront how to react to a mandatory arbitration provision that would have the effect of denying investors the ability to pursue federal securities law claims as a class action in a federal court. Mandatory arbitration provisions are controversial as a policy, legal and political matter and have presented the SEC with challenges.
Read MoreOn February 6, 2019, the SEC staff issued two new identical C&DIs that apply to Item 401 of Regulation S-K, Question 116.11, and Item 407 of Regulation S-K, Question 133.13. The new interpretation provides guidance on disclosure when a director or a director nominee voluntarily provide self-identified diversity characteristics, such as their race, gender, ethnicity, religion, nationality, disability, sexual orientation, or cultural background, and the director or nominee has consented to disclosure of these diversity characteristics.
Read MoreTwo year-end decisions by the Delaware Court of Chancery provide practical guidance for mergers and other transactions, one on the meaning of “commercially reasonable efforts” and other commonly used standards of efforts and the...
Read MoreThe Delaware Court of Chancery today ruled that a provision in the certificate of incorporation requiring any claim under the Securities Act of 1933 to be filed in federal court is invalid.
Read MoreOn September 8, 2017, New York City Comptroller Scott M. Stringer and the New York City Pension Funds announced the launch of the “Boardroom Accountability Project 2.0.”1 The goal of Project 2.0 is to make the boards of 151 U.S. public companies2 “more diverse, independent, and climate-competent, so that they are in a position to deliver better long-term returns for investors.”
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