Law Offices of Gary Martin Hays & Associates
P.C.
75 Ponce De Leon Ave NE Ste 101
Atlanta,
GA 30308(470) 294-1674
www.garymartinhays.com
Corporate Counsel | Expert Opinion
By Dave Curran | November 2, 2022
Given their 360-degree view of the company's operations, GCs can provide invaluable perspective on what is material; they also can help verify the data's validity, which is crucial for ensuring an accurate assessment. Consequently, it is important that GCs have a deep understanding of the ESG materiality assessment process and how to proceed with next steps.
Delaware Business Court Insider | Commentary
By Matthew J. Rifino | November 2, 2022
In Samuels v. CCUR Holdings, C.A. No. 2021-0358-PAF (Del. Ch. May 31, 2022), the Delaware Court of Chancery found that a shareholder may challenge the fair value of a payment for a fractional interest in a company under Section 155(2) of the Delaware General Corporation Law (DGCL).
Corporate Counsel | Expert Opinion
By Harris Fischman | November 1, 2022
Greenwashing has appeared as an enforcement priority on the agenda of the SEC's Division of Examinations since March 2021. And on May 25, 2022, the SEC released for notice and comment two proposed rules aimed squarely at the practice.
The Legal Intelligencer | Commentary
By Mehrnaz Jalali, Paul D. Hallgren and Rikisha Collins | October 31, 2022
The rule requires reporting companies (referred to here as registrants) to provide specific pay versus performance tabular disclosure; a clear description (graphically, narratively or a combination) of the relationship between actual executive compensation paid and financial performance measures; and a tabular list of three to seven financial measures representing the most important financial measures tied to actual compensation.
Delaware Business Court Insider | Commentary
By Albert H. Manwaring IV | October 26, 2022
In CompoSecure v. CardUX, 206 A.3d 808 (Del. 2018), the Delaware Supreme Court held that when parties use the word "void" to describe the consequences of a noncompliant act under an LLC agreement, the act is deemed void ab initio, which as a practical matter, means the act is incurably void.
Corporate Counsel | Expert Opinion
By Elisabeth Hershman | October 25, 2022
Lawyers can help their clients and corporations avoid risk by giving them timely counsel that anticipates the trends likely to drive regulation in the ESG aspects of business.
The Legal Intelligencer | Commentary
By Patricia Elias | October 24, 2022
Ignoring culture can have potentially expensive and destructive repercussions. Yet, these risks can be eliminated or mitigated by addressing the underlying causations early on—even before the deal is completed, in due diligence.
Delaware Business Court Insider | Commentary
By Sean M. Brennecke | October 19, 2022
Vice Chancellor Lori Will's recent post-trial decision in Avgiris Brothers v. Bouikidis is a useful reminder of the benefits of a well-drafted LLC agreement and reaffirmed two bedrock principles of Delaware alternative entity and contract law—parties are given wide latitude to order their affairs through a LLC agreement and that Delaware courts will strictly construe the language of those agreements.
The Legal Intelligencer | Commentary
By Maxwell Briskman Stanfield | October 13, 2022
It is far preferable for LLC members to consult with the proper advisers when preparing operating documents—and to ensure they draft them effectively. The documents are much more than formalities and serve as a vital portion of an LLC's formation and ongoing operation.
Delaware Business Court Insider | Commentary
By Barry M. Klayman and Mark E. Felger | October 12, 2022
In Protech Minerals v. Dugout Team, No. 288, 2021, 2022 WL 4004606 (Del. Sept. 2, 2022), the Delaware Supreme Court affirmed that trust distributions are personal property subject to garnishment. The court declined to consider whether the result would be different if the trust were a spendthrift trust.
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