Yup, we have another opportunity for Elon Musk to make new law. This time, it comes in the form of an extraordinary proxy statement recommending that shareholders vote to ratify the compensation ...

This is my second blog post this week because I am procrastinating. Anyway, a while back I blogged about Kellner v. AIM Immunotech, where VC Will invalidated certain advance notice bylaws that had ...

Previously, I posted about the grumbles of discontent from the corporate bar regarding several recent Delaware Court of Chancery rulings, resulting in proposals for statutory amendments that seemed ...

Don't Use Motive - "In dividing official from unofficial conduct, courts may not inquire into the President’s motives. Such an inquiry would risk exposing even the most obvious instances of official ...

Previously, I blogged about Mivtachem Insurance v. Furtarom, 54 F.4th 82 (2d Cir. 2022), where the Second Circuit held that false statements about a target company - most of which were included in the ...

A federal jury found Matthew Panuwat liable for insider trading late last week. As you may recall, the U.S. Securities and Exchange Commission (SEC) brought an enforcement action against Mr. Panuwat ...

Special committees in Delaware have an important role for cleansing various kinds of conflicted transactions, everything from negotiating controlling shareholder deals to vetting derivative lawsuits.

Adam Liptak of the New York Times wrote on April 1st covering Brenda Andrew's case before the Supreme Court. The article, titled Did Prosecutors’ Sex Shaming Help Send Brenda Andrew to Death Row?, ...

Some local Chicago news that may be of interest... the Chicago schools are facing a budget shortfall of an estimated $500 million. The teachers' union is proposing to "close" the TIFs, which are ...