Top 10 Benefits Resulting from the Adoption of SOX
1. SOX has improved investor confidence in the financial disclosure of public companies (perhaps there's a relationship between investor confidence and the record high set by the Dow Jones Average last...
View ArticleTop Top 10 Reasons Why “Independent” Directors Are Not Independent Under...
Delaware law provides substantial benefits to companies with boards consisting of a majority of independent directors. In the case of transactions not involving a controlling shareholder, courts...
View ArticleDelaware's Top Five Worst Shareholder Decisions for 2010 (Introduction)
We like to bring in the new year with our own countdown. For the fourth year in a row (for prior listings, see 2009, 2008, and 2007), we conduct a retrospective on the decisions that emerged from the...
View ArticleDelaware's Top Five Worst Shareholder Decisions for 2010 (#5: In re Revlon)
VC Laster is the newest member of the Chancery Court. He has made a number of bold decisions and will be an interesting figure to watch. It remains to be seen whether his decision making flair will...
View ArticleDelaware's Top Five Worst Shareholder Decisions for 2010 (#4: City of...
Majority vote provisions have been trumpeted as a source of shareholder rights. They give shareholders the right, in the absence of a proxy contest, to defeat directors nominated by management. As we...
View ArticleDelaware's Top Five Worst Shareholder Decisions for 2011 (Introduction)
For the fifth year in a row (for prior listings, see 2010, 2009, 2008, and 2007), we ring in the new year with a retrospective on the decisions from the prior year that were the least favorable to...
View ArticleDelaware's Top Five Worst Shareholder Decisions for 2011 (#5: In re Massey...
In re Massey Energy is a case that, in any other jurisdiction, might be viewed as more positive for shareholders than negative. In Delaware, however, it ranks as the fifth worst shareholder decision...
View ArticleDelaware's Top Five Worst Shareholder Decisions for 2011 (#4: The Poison Pill...
Delaware, as we have noted on this Blog, is a management friendly jurisdiction. Yet in academia, many favor the approach taken by Delaware because they believe that it promotes efficiency. By...
View ArticleDelaware's Top Five Worst Shareholder Decisions for 2011 (#3: Espinoza v. HP)
Shareholders in Delaware have a statutory right to inspect records. Moreover, describing the rights as "tools at hand," the courts have more or less pushed shareholders to excercise these rights...
View ArticleDelaware's Top Five Worst Shareholder Decisions for 2011 (#2: In re Goldman)
More than any case this year, the decision in In re Goldman explains the inexorable shift of compensation decisions from state to federal law. Goldman involved a challenge to the compensation...
View ArticleDelaware's Top Five Worst Shareholder Decisions for 2011 (#1: The Continuing...
The Delaware courts, as anyone involved in the corporate area knows, has disproportionate influence, particularly in the area of governance. In many ways, the courts set fiduciary standards that are,...
View ArticleDelaware's Top Five Worst Shareholder Decisions for 2011 (Conclusion)
Shareholders in Delaware have a hard time getting a break, as the list of cases in this series demonstrate. Having said that, we break with tradition to note a few cases that did not push the law in a...
View Article
