Corporations

This Note compares the US federal income tax consequences for buyers, sellers and targets in taxable and tax-free acquisitions of C-corporations versus S-corporations.

A Practice Note describing best practices for internal management and corporate governance of subsidiaries of private corporations.

This Note discusses the US federal income tax classification rules that apply to US corporations, partnerships and LLCs. For the US federal income tax classification rules that apply to foreign businesses, see Practice Note, Check the Box Rules for Foreign Businesses.

This Note explains the steps for dissolving a Delaware corporation.

Key considerations when conducting a due diligence investigation on a joint venture.

This Note covers the fiduciary duties of the board of directors, including a discussion of the core duties of care and loyalty and certain circumstances when the board holds heightened duties.

This document discusses the dispute surrounding the privatization of First Niles Financial, Inc. and provides a summary of key litigated issues and practical implications indicated by the litigation.

This document discusses the dispute surrounding the acquisition of Lyondell Chemical Company by Basell AF and provides a summary of key litigated issues and practical implications indicated by the litigation.

Over time, parties to a joint venture arrangement may find that their vision or strategic interests have diverged. In these cases, well-crafted exit and termination provisions may help the parties retain as much value from the joint venture as possible. This Note explains why exit and termination provisions are useful and explores the primary issues to consider when drafting and negotiating these provisions.

This Note provides a framework for evaluating minority protection issues when forming a US joint venture.

This Note discusses the doctrine of piercing the corporate veil, primarily in the context of the parent-subsidiary relationship. It explains the two primary arguments used to prove piercing claims, the alter ego theory and the agency theory, and examines what parent companies can do to limit their exposure to the liabilities of their subsidiaries.

This Note discusses the contractual protections stockholders in companies with few stockholders typically seek to protect their investment, ensure they are involved in the management of the company and realize a return on their investment.

This Note discusses the US federal income tax rules that apply to US C-corporations and their US stockholders including the tax issues and rules at formation, during operations, on an asset distribution or sale, on a stock dividend, sale or redemption, and on liquidation.

Knowing how to handle unclaimed property (also referred to as abandoned property or escheat) has become increasingly important to companies and the attorneys that advise them because it can involve significant liability. This Note provides an overview of unclaimed property and highlights best practices for companies to avoid or limit their liability.

A standard form of affidavit used when a stock certificate has been lost, stolen or destroyed. This Standard Document has integrated notes with important explanations and drafting tips.

These by-laws should be used with a New York corporation. This Standard Document has integrated notes with important explanations and drafting tips. 

A form certificate of amendment of the certificate of incorporation of a New York corporation. It contains information required by the New York Business Corporation Law (NYBCL). This Standard Document has integrated notes with important explanations and drafting tips.

This is a short-form Delaware certificate of incorporation. It contains the information required by the Delaware General Corporation Law. This Standard Document has integrated notes with important explanations and drafting tips.

A Delaware certificate of merger for the merger of corporations pursuant to Section 251 or 252 of the Delaware General Corporation Law. This Standard Document has integrated notes with important explanations and drafting tips.

A Delaware certificate of ownership and merger for the merger of a parent corporation with and into its subsidiary corporation under to Section 253 of the Delaware General Corporation Law (DGCL). This Standard Document has integrated notes with important explanations and drafting tips.

An agreement to be used for a contribution of assets by a parent company to its subsidiary. This Standard Document has integrated notes with important explanations and drafting tips.

A merger agreement for a forward merger of two Delaware corporations or a Delaware corporation and a corporation of another state. This is a simple, non-negotiated statutory merger agreement (formally referred to as an agreement and plan of merger) to be used for a merger of affiliated parties. This Standard Document has integrated notes with important explanations and drafting tips.

A standard form for a notice of a meeting of the board of directors of a company.

This form of organizational action by sole incorporator for a Delaware or New York corporation adopts the by-laws and appoints the initial directors. This Standard Document has integrated notes with important explanations and drafting tips.

A form of registration rights agreement to be used in connection with a Section 4(a)(2) private placement of debt or equity securities. This agreement sets out the terms and conditions by which investors are granted certain registration rights for the public resale of unregistered securities. It is drafted in favor of investors, but aims to be reasonable and includes provisions commonly included in registration rights agreements. This Standard Document has integrated notes with important explanations and drafting and negotiating tips.

A form stock ledger for use by a US private corporation. This Standard Document is accompanied by a drafting note that includes important explanations and a brief discussion of stockholders' and directors' rights to inspect the corporation's stock ledger under Delaware law.

A stock purchase agreement (also referred to as a stock transfer agreement or share transfer agreement) that can be used in connection with a sale of stock between two stockholders of a target company or an intercompany transfer between two affiliates. This form of stock purchase agreement does not contain many of the comprehensive representations and warranties, covenants and indemnification provisions typically found in stock purchase agreements involving the sale of all or a majority of the outstanding stock of a target company to a third party buyer. This Standard Document has integrated notes with important explanations and drafting tips.

A long-form stockholders agreement (also known as a shareholders agreement). This Standard Document assumes an agreement with two stockholders (a majority and a minority stockholder) where the minority stockholder has substantial protections. This Standard Document has integrated notes with important explanations and drafting and negotiating tips.

Form of unanimous written consent of the board in lieu of organizational meeting for a Delaware or New York corporation which approves, adopts and authorizes organizing actions of a corporation, such as ratifying actions of the incorporator, adopting the by-laws, electing the initial officers, authorizing the opening of bank accounts and adopting the specimen stock certificate. This Standard Document has integrated notes with important explanations and drafting tips.

This is a form of undertaking by an indemnified party to repay expenses advanced by the indemnifying party. It is commonly required under an indemnification agreement between a company and its directors and officers, in which the company agrees to advance funds to the indemnified director or officer for expenses incurred by the director or officer as a result of certain legal proceedings, claims or investigations. In the undertaking, the indemnified party agrees to repay the funds to the company under certain conditions. This Standard Document has integrated notes with important explanations and drafting tips.

Resolutions of the audit committee approving a public company's financial statements and periodic reports. In particular, these resolutions contemplate the audit committee's reviewing or approving the company's financial statements, recommending their inclusion in the company's Form 10-K, and reviewing or approving the company's Form 10-K or Form 10-Q, if applicable, and the earnings release for the period covered.These resolutions are drafted as standard clauses and should be inserted into board minutes or a form of unanimous written consent. These Standard Clauses have integrated notes with important explanations and drafting tips.

Resolutions of the board of directors authorizing the execution and performance of an asset purchase agreement. These resolutions are drafted as standard clauses and should be inserted into board minutes or a form of unanimous written consent. This Standard Clause has integrated notes with important explanations and drafting tips.

Resolutions of the board of directors authorizing the execution and performance of a stock purchase agreement. These resolutions are drafted as standard clauses and should be inserted into board minutes or a form of unanimous written consent. This Standard Clause has integrated notes with important explanations and drafting tips.

Resolutions of the board of directors of the merger subsidiary approving a reverse triangular merger and merger agreement. These resolutions are drafted as standard clauses and should be inserted into board minutes or a form of unanimous written consent. This Standard Clause has integrated notes with important explanations and drafting tips.

Resolutions of the board of directors of a public company approving a stock split in the form of a stock dividend. These resolutions are drafted as clauses to be inserted into board minutes or a unanimous written consent. This Standard Clause has integrated notes with important explanations and drafting tips.

Resolutions of the board of directors authorizing the execution and performance of a stock purchase agreement. These resolutions are drafted as standard clauses and should be inserted into board minutes or a form of unanimous written consent. This Standard Clause has integrated notes with important explanations and drafting tips.

Resolutions of the board of directors of the target company, approving a reverse triangular merger and merger agreement. These resolutions are drafted as clauses to be inserted into board minutes, or a unanimous written consent. This Standard Clause has integrated notes with important explanations and drafting tips.

Resolutions of the board of directors approving an amendment to a company's by-laws. These resolutions are drafted as standard clauses to be inserted into board minutes or a unanimous written consent. This Standard Clause has integrated notes with important explanations and drafting tips.

Resolutions of the board of directors approving a public company's financial statements and periodic reports. These resolutions are drafted as standard clauses and should be inserted into board minutes or a form of unanimous written consent. These Standard Clauses have integrated notes with important explanations and drafting tips.

Resolutions of the board of directors of a public company (or other entity complying with public company requirements) appointing an audit committee and adopting an audit committee charter. In addition, these resolutions contemplate the board of directors' setting the size of the committee, appointing the members and determining their independence, appointing a chairman and determining the audit committee financial expert, which must be disclosed under Item 407(d) of Regulation S-K. These resolutions are drafted as standard clauses and should be inserted into board minutes or a form of unanimous written consent. These Standard Clauses also include alternative language to be inserted into board minutes for situations where formal resolutions are not desired. These Standard Clauses have integrated notes with important explanations and drafting tips.

Resolutions of the board of directors of a public company (or other entity complying with public company requirements) appointing a compensation committee and adopting a compensation committee charter. In addition, these resolutions contemplate the board of directors' setting the size of the committee, appointing the members and determining their independence and appointing a chairman. These resolutions are drafted as standard clauses and should be inserted into board minutes or a form of unanimous written consent. These Standard Clauses also include alternative language to be inserted into board minutes for situations where formal resolutions are not desired. These Standard Clauses have integrated notes with important explanations and drafting tips.

Resolutions of the board of directors declaring a cash dividend. These resolutions can be used for either a private or public company. They are drafted as standard clauses to be inserted into board minutes or a unanimous written consent. This Standard Clause has integrated notes with important explanations and drafting tips.

Resolutions of the board of directors declaring a stock dividend. These resolutions can be used for either a private or public company. They are drafted as standard clauses to be inserted into board minutes or a unanimous written consent. This Standard Clause has integrated notes with important explanations and drafting tips.

Resolutions of the board of directors electing directors to fill director vacancies. These resolutions are drafted as standard clauses and should be inserted into board minutes or a form of unanimous written consent. This Standard Clause has integrated notes with important explanations and drafting tips.

Resolutions of the board of directors relating to holding the company's annual stockholders meeting. These resolutions contemplate the board of directors' including selecting the location and date, setting the record date, appointing the inspector of election, soliciting proxies and filing a proxy statement with the SEC, but do not include approval of the proposals to be presented at the meeting. These resolutions are drafted as standard clauses and should be inserted into board minutes or a form of unanimous written consent. These Standard Clauses have integrated notes with important explanations and drafting tips.

Resolutions of the board of directors of a public company (or other entity complying with public company requirements) appointing a nominating and corporate governance committee and adopting the committee charter. In addition, these resolutions contemplate the board of directors' setting the size of the committee, appointing the members and determining their independence and appointing a chairman. These resolutions are drafted as standard clauses and should be inserted into board minutes or a form of unanimous written consent. These Standard Clauses have integrated notes with important explanations and drafting tips.

Resolutions of the board of directors ratifying prior actions of its officers. These resolutions are drafted as standard clauses and should be inserted into board minutes or a unanimous written consent containing authorizing resolutions for certain transactions that are not in a corporation's ordinary course of business. This Standard Clause has integrated notes with important explanations and drafting tips.

Resolutions of a board of directors approving an unregistered offering (private placement) of common stock under Rule 506 of Regulation D of the Securities Act of 1933. These resolutions are formatted as standard clauses and should be inserted into board minutes or a form of unanimous written consent. These Standard Clauses have integrated notes with important explanations and drafting tips.

Resolutions of a board of directors approving an unregistered offering (private placement) of preferred stock under Rule 506 of Regulation D of the Securities Act of 1933, as amended. These resolutions are formatted as standard clauses and should be inserted into board minutes or a form of unanimous written consent. These Standard Clauses have integrated notes with important explanations and drafting tips.

A by-law requiring advance notice of stockholder proposals. This by-law should be inserted into by-laws of a Delaware public corporation. This Standard Clause has integrated notes with important explanations and drafting tips.

Standard clause for the by-laws or certificate of incorporation of a Delaware or New York public corporation requiring majority voting of stockholders for the election of the board of directors. This Standard Clause has integrated notes with important explanations and drafting tips.

A standard clause for a certificate of amendment to the certificate of incorporation of a Delaware public company to effect a reverse stock split. This Standard Clause has integrated notes with important explanations and drafting tips.

A standard clause to be used in a Delaware public corporation's certificate of incorporation providing that certain business combinations require a supermajority vote of the stockholders. This Standard Clause has integrated notes with important explanations and drafting tips.

A standard clause for the certificate of incorporation of a Delaware corporation opting out of Section 203 of the Delaware General Corporation Law. This Standard Clause has integrated notes with important explanatory and drafting tips.

A standard clause requiring the affirmative vote of a supermajority of the stockholders to amend the certificate of incorporation. This Standard Clause has integrated notes with important explanations and drafting tips.

Resolutions of the compensation committee approving a public company's compensation disclosure and say on pay proposals. These resolutions are drafted as standard clauses and should be inserted into board minutes or a form of unanimous written consent. These Standard Clauses have integrated notes with important explanations and drafting tips. In particular, the notes to these resolutions discuss special considerations for smaller reporting companies, which now must hold say on pay votes but have reduced compensation disclosure requirements.

Resolutions of the compensation committee of the board of directors approving an equity incentive plan for company management and employees. These resolutions are drafted as standard clauses and should be inserted into board minutes or a form of unanimous written consent. These Standard Clauses have integrated notes with important explanations and drafting tips. 

Resolutions of the stockholders of the merger subsidiary approving a reverse triangular merger and merger agreement. These resolutions are drafted as standard clauses and should be inserted into meeting minutes or a form of written consent. This Standard Clause has integrated notes with important explanations and drafting tips.

Resolutions of the stockholders of the target company approving a reverse triangular merger and merger agreement. These resolutions are drafted as standard clauses and should be inserted into meeting minutes or a form of written consent. This Standard Clause has integrated notes with important explanations and drafting tips. 

A standard clause in many stockholders agreements, a drag-along provision gives a majority stockholder wishing to sell to an unrelated third party all or a substantial percentage of its shares in the company the right to force the other stockholders to also sell all or a portion of their shares to such third party. This Standard Clause has integrated notes with important explanations and drafting and negotiating tips.

A provision in a stockholders agreement that gives an employee of a company or any of its subsidiaries the right under certain circumstances to sell (or put) the shares of the company held by that employee to the company. This Standard Clause has integrated notes with important explanations and drafting and negotiating tips. 

A standard clause in many stockholders agreements that requires a stockholder who wants to sell any portion of its shares in a company to offer those shares to the other stockholders before offering them to a third party. This Standard Clause has integrated notes with important explanations and drafting and negotiating tips.

A standard clause in many stockholders agreements, a tag-along (or co-sale) provision gives minority stockholders the right to participate on a pro rata basis in any controlling stockholder's sale of its interests in the company to a third party. This Standard Clause has integrated notes with important explanations and drafting and negotiating tips.

A comparison chart that highlights the various structure, liability, tax and management differences among C-corporations, S-corporations, limited liability companies and partnerships.

This Checklist summarizes the consent requirements for corporations and limited liability companies involved in M&A transactions.

A diagram showing the order in which claims are paid in bankruptcy under the absolute priority rule.

A Checklist setting out the necessary steps for performing an entity conversion in New York.

This Checklist summarizes the key steps and considerations for effecting a reverse stock split. It covers the steps and issues that are common to most companies, with a focus on public companies incorporated in Delaware.

This Checklist compiles questions to consider when preparing a comprehensive stockholders agreement. The answers to these questions will help determine the form of agreement to use, identify precedents that may be helpful and highlight areas requiring more discussion.

This tool enables subscribers to search and compare PLC's Corporation Law State Q&A resources. Questions and answers cover key areas of corporate law such as formation, foreign qualification, mergers, anti-takeover laws and dissolution. Simply select the questions and the jurisdictions that you are interested in and click the "Submit" button.

A Q&A guide to corporation law in Alabama. This Q&A addresses key areas of corporation law such as formation, foreign qualification, mergers, anti-takeover laws and dissolution. Answers to questions can be compared across a number of jurisdictions (see Corporation Law: State Q&A Tool).

A Q&A guide to corporation law in Arkansas. This Q&A addresses key areas of corporate law such as formation, foreign qualification, mergers, anti-takeover laws and dissolution. Answers to questions can be compared across a number of jurisdictions (see Corporation Law: State Q&A Tool).

A Q&A guide to corporation law in Colorado. This Q&A addresses key areas of corporate law such as formation, foreign qualification, mergers, anti-takeover laws and dissolution. Answers to questions can be compared across a number of jurisdictions (see Corporation Law: State Q&A Tool).

A Q&A guide to corporation law in Delaware. This Q&A addresses key areas of corporate law such as formation, foreign qualification, mergers, anti-takeover laws and dissolution. Answers to questions can be compared across a number of jurisdictions (see Corporation Law: State Q&A Tool).

A Q&A guide to corporation law in Florida. This Q&A addresses key areas of corporate law such as formation, foreign qualification, mergers, anti-takeover laws and dissolution. Answers to questions can be compared across a number of jurisdictions (see Corporation Law: State Q&A Tool).

A Q&A guide to corporation law in Illinois. This Q&A addresses key areas of corporate law such as formation, foreign qualification, mergers, anti-takeover laws and dissolution. Answers to questions can be compared across a number of jurisdictions (see Corporation Law: State Q&A Tool).

A Q&A guide to corporation law in Kansas. This Q&A addresses key areas of corporate law such as formation, foreign qualification, mergers, anti-takeover laws and dissolution. Answers to questions can be compared across a number of jurisdictions (see Corporation Law: State Q&A Tool).

A Q&A guide to corporation law in Maryland. This Q&A addresses key areas of corporate law such as formation, foreign qualification, mergers, anti-takeover laws and dissolution. Answers to questions can be compared across a number of jurisdictions (see Corporation Law: State Q&A Tool).

A Q&A guide to corporation law in Michigan. This Q&A addresses key areas of corporate law such as formation, foreign qualification, mergers, anti-takeover laws and dissolution. Answers to questions can be compared across a number of jurisdictions (see Corporation Law: State Q&A Tool).

A Q&A guide to corporation law in Missouri. This Q&A addresses key areas of corporate law such as formation, foreign qualification, mergers, anti-takeover laws and dissolution. Answers to questions can be compared across a number of jurisdictions (see Corporation Law: State Q&A Tool).

A Q&A guide to corporation law in Nevada. This Q&A addresses key areas of corporation law such as formation, foreign qualification, mergers, anti-takeover laws and dissolution. Answers to questions can be compared across a number of jurisdictions (see Corporation Law: State Q&A Tool).

A Q&A guide to corporation law in New Jersey. This Q&A addresses key areas of corporate law such as formation, foreign qualification, mergers, anti-takeover laws and dissolution. Answers to questions can be compared across a number of jurisdictions (see Corporation Law: State Q&A Tool).

A Q&A guide to corporation law in New York. This Q&A addresses key areas of corporate law such as formation, foreign qualification, mergers, anti-takeover laws and dissolution. Answers to questions can be compared across a number of jurisdictions (see Corporation Law: State Q&A Tool).

A Q&A guide to corporation law in Ohio. This Q&A addresses key areas of corporate law such as formation, foreign qualification, mergers, anti-takeover laws and dissolution. Answers to questions can be compared across a number of jurisdictions (see Corporation Law: State Q&A Tool).

A Q&A guide to corporation law in Oregon. This Q&A addresses key areas of corporate law such as formation, foreign qualification, mergers, anti-takeover laws and dissolution. Answers to questions can be compared across a number of jurisdictions (see Corporation Law: State Q&A Tool).

A Q&A guide to corporation law in Puerto Rico. This Q&A addresses key areas of corporate law such as formation, foreign qualification, mergers, anti-takeover laws and dissolution. Answers to questions can be compared across a number of jurisdictions (see Corporation Law: State Q&A Tool).

A Q&A guide to corporation law in South Dakota. This Q&A addresses key areas of corporate law such as formation, foreign qualification, mergers, anti-takeover laws and dissolution. Answers to questions can be compared across a number of jurisdictions (see Corporation Law: State Q&A Tool).

A Q&A guide to corporation law in Texas. This Q&A addresses key areas of corporation law such as formation, foreign qualification, mergers, anti-takeover laws and dissolution. Answers to questions can be compared across a number of jurisdictions (see Corporation Law: State Q&A Tool).

A Q&A guide to corporation law in Vermont. This Q&A addresses key areas of corporate law such as formation, foreign qualification, mergers, anti-takeover laws and dissolution. Answers to questions can be compared across a number of jurisdictions (see Corporation Law: State Q&A Tool).

A Q&A guide to corporation law in Washington State. This Q&A addresses key areas of corporate law such as formation, foreign qualification, mergers, anti-takeover laws and dissolution. Answers to questions can be compared across a number of jurisdictions (see Corporation Law: State Q&A Tool).

A Q&A guide to corporation law in Wisconsin. This Q&A addresses key areas of corporate law such as formation, foreign qualification, mergers, anti-takeover laws and dissolution. Answers to questions can be compared across a number of jurisdictions (see Corporation Law: State Q&A Tool).

Financial sponsors and other sellers are increasingly using tax receivable agreements to monetize tax attributes of corporations being brought to market in initial public offerings (IPOs).

Q&A with Chief Justice Myron T. Steele of the Delaware Supreme Court discussing the issues of fiduciary duties in Delaware limited liability companies and the availability of Caremark claims against directors for business-risk decisions.

An expert Q&A with Gordon Warnke of Dewey & LeBoeuf LLP on the recently released IRS Schedule UTP and accompanying instructions for the annual reporting of uncertain tax positions by certain corporate taxpayers.

This Article discusses the issues that US courts consider in determining whether a US corporation's US contacts may subject its foreign parent to the jurisdiction of US courts. It also examines what foreign parent corporations can do to limit their exposure to lawsuits in the US.

An expert Q&A with Donald L. Korb of Sullivan & Cromwell LLP on the new economic substance rules and their potential impact on taxpayers.

Professor Steven M. Davidoff explores the groundbreaking decision in Kurz v. Holbrook and extracts important takeaways.

A review of the current market for D&O insurance covering premiums, exclusions and bankruptcy related provisions.

This Article is part of a series on the causes and impact of the financial crisis and gives an overview of the impact of the financial crisis on companies.

An overview of directors' duties and the corporate governance practices of US public companies.This article is part of the PLC US Special Report, which was published to mark the launch of PLC's first US services.

An introduction to US corporate taxation, covering general concepts, entity classification, treatment of income and gains (including foreign profits) and the taxation of corporate transactions.This article is part of the PLC US Special Report, which was published to mark the launch of PLC's first US services.

The Delaware Court of Chancery denied a motion to dismiss in In re China Agritech, Inc., finding reasonable inferences for the plaintiff's Caremark claims against the directors of a China-based Delaware corporation.

The Delaware State Bar Association's Corporate Council will meet to decide whether to endorse several substantial proposed amendments to the DGCL and the LLC Act.

The Delaware Court of Chancery refused to dismiss claims of breach of fiduciary duty brought against the outside directors of a Delaware-incorporated, China-based corporation. The Court's bench ruling outlines the actions that directors of foreign-based corporations must take to fulfill their fiduciary duties.

The Supreme Court of Delaware held that a board did not commit corporate waste by sacrificing potential tax savings when it declined to adopt a Section 162(m) plan for the sake of retaining flexibility in compensation decisions.

Amendments to the Delaware General Corporation Law (DGCL) took effect on August 1, 2012.

New York State Deparment of State launched a system to allow electronic filing of biennial statements.

The US District Court for the Central District of California held in FDIC v. Perry that officers are not protected by the business judgment rule in California.

An update on Bill #77, an Act to Amend Title 8 of the Delaware Code Relating to the General Corporation Law, being signed into law.

An update on the decision of the Delaware Supreme Court in Kahn v. Kohlberg Kravis Roberts & Co., L.P. that reverses the Chancery Court's ruling and partially overrules Pfeiffer v. Toll, expanding the availability of Brophy claims for insider trading.

An update on a decision in the United States District Court for the Northern District of California finding a Delaware forum selection clause to be unenforceable.

An update on the Delaware Supreme Court's opinion in Airgas, Inc. v. Air Products & Chemicals, Inc., overturning the Chancery Court and invalidating Airgas' by-law amendment shortening its annual meeting period.

An update on the Delaware Court of Chancery's opinion dismissing a stockholder challenge of a negotiated two-step acquisition and clarifying the appropriate methodology for calculating termination fees.

An update on the decision of the Delaware Supreme Court upholding the Chancery Court's decision in City of Westland Police & Fire Retirement System v. Axcelis Technologies, Inc. and clarifying the standard for establishing a "proper purpose" when demanding inspection of books and records under Section 220 of the DGCL when a board has adopted a "plurality plus" voting policy. 

An update on the signing of a bill to clarify the reach of New York's power of attorney law.

An update on the US Supreme Court's denial of Textron's petition for a writ of certiorari from a First Circuit Court of Appeals' en banc decision in US v. Textron.

An update on the April 21, 2010 decision of the Delaware Supreme Court affirming in part and reversing in part the Court of Chancery's decision in Kurz v. Holbrook. The Supreme Court decision addresses the issues of vote-buying and attempts to reduce the size of the board through a by-law amendment.

An update on the passage of a bill to clarify the reach of New York's power of attorney law.

An update on an IRS announcement that extended the comment period for its proposal to require annual reporting of uncertain tax positions by certain business taxpayers on their tax returns. 

An update on a white paper issued by 51 law firms analyzing issues related to amendments to the New York power of attorney law.

An update on the Delaware Chancery Court's decision to grant a former CEO the right to advancement of fees and expenses incurred in his defense of counterclaims asserted by his former employer.

An update on a California Court of Appeal decision limiting the scope of the duties that boards of directors of insolvent California corporations owe to creditors.

An update on the Delaware Court of Chancery's discussion of when entire fairness is the appropriate standard of review in a transaction involving a controlling stockholder.

An update on New York State's new power of attorney law, which goes into effect on September 1, 2009 and provides for new power of attorney forms.

An update on a Delaware Court of Chancery decision finding a reasonable inference of a breach of the duty of loyalty by directors who approved a transaction to the benefit of a corporation's preferred stockholders and detriment of the common stockholders.

An update on the Delaware Division of Corporation's increased fees for Uniform Commercial Code (UCC) filings and expedited services, effective September 1, 2009.

An update on the Delaware Division of Corporations' revised forms and filing fees, effective August 1, 2009.

An update on the Delaware Supreme Court's decision that when there has been a breach of the fiduciary duty of disclosure in a short form merger, the appropriate remedy for minority stockholders is a quasi-appraisal remedy that does not require them to opt into the class or escrow a portion of the merger proceeds they previously received.

An update on the Swiss government's refusal to allow UBS to turn over the names of its clients to federal prosecutors in the US as part of an investigation into tax evasion at the Swiss bank. 

An update about the US District Court for the District of Columbia's order in US v. Deloitte & Touche USA LLP upholding the work product privilege for documents disclosed to an accounting firm.

An update on the Delaware Chancery Court's opinion in Nemec v. Shrader et al and Wittkemper v. Shrader et al, holding that, among other claims, breach of fiduciary duty claims based on contractual obligations must be treated as breach of contract claims.

An update on Bill #19, an Act to Amend Title 8 of the Delaware Code Relating to the General Corporation Law, being signed into law.

An update on a new Delaware law amending the Delaware Code relating to the resolution of disputes in the Court of Chancery.

An update on the Delaware Chancery Court's opinion in Sutherland v. Sutherland holding that corporations cannot remove a director's fiduciary duty of loyalty through contract.

An update on a bill being reviewed by the Delaware General Assembly to amend certain sections of the Delaware General Corporation Law.

An update on the Ninth Circuit Court of Appeals' holding that the Delaware carve-out exception to the Securities Litigation Uniform Standards Act of 1998 applied in a claim brought by shareholders of a company against the investment bank that rendered the fairness opinion.

An update on the Delaware Chancery Court's appointment of a custodian for a corporation owned 50/50. The appointment was pursuant to Section 226 of the Delaware General Corporation Law.

An update on a decision by the Delaware Supreme Court on the applicability of shareholder ratification of certain board actions and on the duties of officers.

This is an update on the status of litigation over the implementation of Selectica's poison pill rights plan.

An update on the intentional triggering of the poison pill of Selectica, Inc.

An update on new tax treaty instruments that entered into force on December 15, 2008.

This is an update on the stockholder lawsuit filed against American International Group Inc. regarding its issuance of a majority equity stake to the government in exchange for bailout funds.