On August 6, 2021, the Securities and Exchange Commission (the SEC) approved the board diversity rule proposed by the Nasdaq Stock Market LLC (Nasdaq) mentioned in our previous article (the Board Diversity Rule). Nasdaq Rule 5605(f) requires each non-exempt Nasdaq-listed company to have, or explain why it does not have, at least two members of
The Delaware Supreme Court ruled that Delaware law applies to the interpretation of directors and officers liability (D&O) insurance coverage issued to Delaware corporations. RSUI Indem. Co. v. Murdock, et al., 248 A.3d 887 (Del. 2021). Dole Food Company (Dole), and some of its officers, were sued following a going private transaction. RSUI Indemnity
In AB Stable VIII LLC v. Maps Hotel and Resorts One LLC et al., the Delaware Court of Chancery has published its first ruling regarding whether or not the effects of the COVID-19 pandemic constitute a material adverse effect (“MAE”) that would allow a buyer to terminate an acquisition agreement entered into prior
On December 1, 2020, The Nasdaq Stock Market LLC (“Nasdaq”) filed proposed rules with the U.S. Securities and Exchange Commission (“SEC”) regarding board diversity and transparency. If adopted, the proposed rules would require Nasdaq-listed companies to disclose diversity statistics with respect to their boards of directors (the “Board Diversity Disclosure Rule”) and include members on
California Assembly Bill 929 (Diversity Bill), which was passed by the California State Legislature on August 30, 2020, and signed into law by California Governor Gavin Newsom on September 30, 2020, requires domestic and foreign publicly held corporations headquartered in California to include people from underrepresented communities on their boards of directors.
In Salladay v. Lev, 2020 Westlaw 954032 (Del. Ch. Feb. 27, 2020), the Court of Chancery clarified certain timing and procedural requirements necessary for special committees comprised of disinterested directors to cleanse a transaction involving a board consisting of a majority of conflicted directors. Salladay involved a former stockholder of Intersections Inc. (“Intersections”) challenging
The Court of Chancery in In re Amtrust Financial Services, Inc. Stockholder Litigation, C.A. No. 2018-0396-Agb (Feb. 26, 2020), recently declined to apply the business judgment rule to a controlling-shareholder going-private transaction and instead provided that the transaction must be evaluated using the stringent entire fairness standard of review.
The case involved a four-person