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 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 ...

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 ...

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.

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 ...

The SEC's ongoing sweep recently resolved potential claims against nine different SEC-registered investment advisory firms for violations of its Marketing Rule. The firms paid civil penalties ranging ...