On December 14th, the Delaware Supreme Court provided some welcome news to dealmakers by reversing the lower court decision in Dell v. Magnetar Global in which the lower court ignored the deal price in determining fair value of stock in an appraisal action brought by investors who opposed a management led buyout to Michael Dell and a large private equity firm. In doing so, the Court furthered its recognition of the deal price as indication of fair value when the transaction is the result of an arm’s length, robust process. (more…)
More Autonomy For Boards to Decide Whether a Shareholder Proposal Should Go on a Corporate Ballot? SEC’s New Guidance on Shareholder Proposals Taken to Test
By: Jamie Yang
As public companies were getting ready for the 2018 proxy season, on November 1, 2017, the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (SEC) released Staff Legal Bulletin No. 14I (SLB 14I) on shareholder proposals. This new guidance suggests greater deference to a board’s assessment on whether to exclude certain shareholder proposals. A short 20 days after the guidance was released, on November 20, 2017, Apple Inc. filed a “no-action” letter request related to the exclusion of a shareholder proposal from the company’s proxy for its 2018 annual shareholder meeting, citing SLB 14I to support its request.
By: George Morrison
During the past weeks, the news has featured allegations of sexual harassment against various public officials, celebrities, and others. These headlines should serve as a reminder to all employers of the importance of developing and enforcing written anti-harassment policies. An effectively written policy will typically address zero tolerance, examples and definitions of prohibited conduct, the duty to report, retaliation, complaint procedures and confidentiality.
SEC’s Government-Business Forum on Small Business Capital Formation Goes on Tour, Bringing Diverse Voices to the “Rock Star” of Small Business Cities
By: Melissa Pang
On November 30, 2017, the Securities and Exchange Commission (SEC) partnered with the Herb Kelleher Center for Entrepreneurship, Growth, and Renewal at the McCombs School of Business at The University of Texas at Austin to host the SEC’s 36th annual Government-Business Forum on Small Business Capital Formation. This was the first time since 2005 that the forum was hosted outside of Washington, D.C., and several of the panelists had local ties to Texas, bringing a diverse viewpoint to discussions. (more…)
By: Josh Galante
Attorneys and their clients often refer to a contract becoming enforceable once it has been “fully executed,” but what does that phrase actually mean? Like most legal questions, the short answer is: “It depends.” It depends on several factors, including the type of contract, the parties involved, the course of dealing between those parties, and other facts and circumstances.
- Delaware Supreme Court Rejects the Trial Court’s Statutory Appraisal Analysis in Aruba Networks
- Tax Freedom Day
- Delaware Chancery Court Opens Discussion of Enhanced-Independence Director Deference for Controller Transactions
- JPM Coin and the Future of Commercial (and Maybe Consumer) Transactions
- New Amendment to NJ Law Against Discrimination Renders Common Employment Agreement Provisions Unenforceable