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[Josh Blackman] If Trump Prevails, How Will Section 3 Be Litigated On Or After January 20, 2025?

5 Mar 2024, 1:51 pm by Josh Blackman

Board of Education by cobbling together nine members on a fairly narrow, but momentous decision. [read post]

The Volokh Conspiracy - http://www.volokh.com/

Stockholders Agreements: Chancery Voids Terms that Tred on Board’s Statutory Authority

5 Mar 2024, 3:00 am by Meredith Ervine

That’s why the Delaware Chancery Court’s recent decision in West Palm Beach Firefighters v. [read post]

TheCorporateCounsel.net Blog - http://www.thecorporatecounsel.net/Blog/

Law and Media Round Up – 4 March 2024

4 Mar 2024, 1:19 am by INFORRM

Last Week in the Courts On 26 February 2024, judgment on meaning was handed down in Hinds v British Boxing Board of Control Ltd [2024] EWHC 380 (KB). [read post]

Inforrm's Blog - https://inforrm.wordpress.com/

What Exactly Must A Board Approve When It Approves A Merger?

4 Mar 2024, 12:15 am

Section 1101(a) specifically requires that the Board of Directors "approve" an "agreement of merger". [read post]

California Corporate & Securities Law - https://www.calcorporatelaw.com/

Cleary Gottlieb Discusses Delaware Decision on Conversion of Company into Nevada Corporation

3 Mar 2024, 9:01 pm by renholding

Travis Laster held in Palkon v. [read post]

The CLS Blue Sky Blog - https://clsbluesky.law.columbia.edu/

Whose Role Is It Anyway? Distinguishing Corporate Officers From Directors, by Matthew Bisanz, Lawrence Cunningham, and Grace Kim

29 Feb 2024, 12:02 pm by Guest Author

Directors sit on the board of directors and collectively govern and oversee the entity. [read post]

Notice & Comment - https://www.yalejreg.com/nc/

Delaware Corporations Must Employ Procedural Safeguards When Approving a Reincorporation that Could Benefit a Controlling Stockholder to Avoid Entire Fairness Standard of Review

28 Feb 2024, 10:11 am by John Stigi, Alejandro Moreno and Ariela Pier

In Palkon v. [read post]

Corporate Securities Law Blog - http://www.corporatesecuritieslawblog.com/

An Answer to the Billion-Dollar Choice-of-Law Question

28 Feb 2024, 7:48 am by John Coyle

Guaidó appointed a new PDVSA board of directors, which was recognized as the legitimate board by the United States even though it does not control the company’s operations inside Venezuela. [read post]

Conflict of Laws .net - https://conflictoflaws.net

Chancery invalidates stockholder agreement that tied board’s hands

28 Feb 2024, 6:41 am by Unknown

Only one case, Sample v. [read post]

Jim Hamilton's World of Securities Regulation - http://jimhamiltonblog.blogspot.com/

Was the Federal District Court Correct in Dismissing Disney’s Speech-Retaliation Case Against Florida Officials?

27 Feb 2024, 9:01 pm by Vikram David Amar, Jason Mazzone and Lena Shapiro

Supreme Court has opined (see, e.g., Rodriguez de Quijas v. [read post]

Verdict - http://verdict.justia.com/

Recent UW Law Faculty Scholarship: Making Sense of 303 Creative: A Free Speech Solution in Search of a Problem; The Lost Promise of Private Ordering; Time & Punishment; Pooling and Exchanging Competitively Sensitive Information Among Rivals: Absolutely Illegal Not Just Unreasonable; The Constitutional Case Against Exclusionary Zoning

27 Feb 2024, 2:42 pm by Emma Babler

The case may be better understood as a political gesture, operationalizing the “promise” made in Obergefell v. [read post]

WisBlawg - http://wisblawg.law.wisc.edu/

Can "New Wave" Stockholder Agreements Catch A Wave In California?

27 Feb 2024, 12:15 am

West Palm Beach Firefighters Pension Fund v. [read post]

California Corporate & Securities Law - https://www.calcorporatelaw.com/

When is a lawyer sufficiently independent?

26 Feb 2024, 9:13 am by Marcel Pemsel

While a managing director may be subject to the control and instructions of the company’s shareholder(s), the director’s interests are usually aligned with the interests of the company. [read post]

IPKat - http://ipkitten.blogspot.com/

Enforcing the Guardrails on Transactions Involving Interested Directors of Close Corporations

26 Feb 2024, 4:37 am by Peter Mahler

The First Department also invalidated a self-interested director transaction in Sardanis v Sumitomo Corp. [read post]

New York Business Divorce - http://www.nybusinessdivorce.com/

New Wave Stockholder Agreements: VC Travis Laster Cites Yours Truly in West Palm Beach Firefighters Pension Fund v. Moelis & Co.

25 Feb 2024, 3:30 pm by Steve Bainbridge

West Palm Beach Firefighters Pension Fund v. [read post]

ProfessorBainbridge.com - http://www.professorbainbridge.com/professorbainbridgecom/

Excessive Fees Can Be the Basis of a Derivative Lawsuit

21 Feb 2024, 1:28 pm by Peter S. Lubin and Patrick Austermuehle

Past cases, such as Kamen v. [read post]