Tag: Corporate Counseling

Delaware Legislature Responds to Growing Business Interest in Sustainability Measures

Over the last decade, corporate responsibility and sustainability has moved to the forefront. Large businesses have Chief Sustainability Officers and produce sustainability reports—indeed, more than 80% of the S&P 500 do so. Investors seek consistent sustainability information and propose resolutions on matters from gender equality to human rights to climate change, and these are... Continue Reading

Delaware Litigation 2017: Assessing Trends at Year-End

Litigation in Delaware in 2017 has somewhat turned on its head the long-held expectation that “every public deal draws a lawsuit” but “private company stockholders rarely sue.” Early indications that public company deal litigation would decrease in Delaware courts have proven to be accurate through 2017. Yet the Delaware Court of Chancery has been busier than ever — so much that Chief... Continue Reading

2017 Amendments to Delaware’s General Corporation Law and Alternative Entity Statutes

In its last session, the Delaware Legislature passed a number of amendments to the Delaware General Corporation Law (the ‘‘DGCL’’) and the Delaware ‘‘alternative entity’’ statutes—the Delaware Limited Liability Company Act (the ‘‘DLLCA’’), the Delaware Revised Uniform Limited Partnership Act (‘‘DRULPA’’) and the Delaware Revised Uniform Partnership Act... Continue Reading

Delaware Courts Affirm Guidance for Directors in Distressed Situations

The Delaware Supreme Court and the Court of Chancery recently issued guidance for directors navigating the complex fiduciary issues that arise around insolvency. That guidance, outlined in a series of decisions in Quadrant Structured Products Co., Ltd. v. Vertin, should give directors a measure of comfort in understanding the who, what, when, and how of fulfilling fiduciary duties in these... Continue Reading

Practical Considerations for Single-Bidder Processes in Public M&A

Whether a public company should engage in a “single-bidder” process is one of the most difficult questions a target public company’s board of directors must consider during the early stages of a transaction. In the right circumstances, a single-bidder process can result in an expedient transaction that maximizes stockholder value while minimizing the risks associated with putting a... Continue Reading

Moving Beyond Shareholder Primacy: Can Mammoth Corporations Like ExxonMobil Benefit Everyone?

The New York Times recently took issue with Rex Tillerson, the President-elect’s nominee for Secretary of State, and the current CEO of ExxonMobil. Why? “Tillerson Put Company’s Needs Over U.S. Interests,” accused the front page headline. The article details how the company puts shareholders’ interests before the interests of the United States and of impoverished citizens of countries... Continue Reading

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