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Delaware Business Court Insider

Investor's Desire to Criticize Proxy Contest Transactions Does Not Sustain Books and Records Request

In denying the stockholder's inspection request, Vice Chancellor Joseph R. Slights III acknowledged that the law is "murky" in this area, but reasoned that the court need not answer the question in the abstract, because the circumstances of this case counseled in favor of denying the inspection.
5 minute read

New York Law Journal

Unicorns and Ratchets: How IPO Overvaluation Is Encouraged

Mutual funds have become significant investors in IPO financings, typically seeking two types of provisions: (1) redemption rights that allow them to escape (possibly if the IPO is delayed), and (2) a pricing "ratchet" that entitles them to additional shares in the event that the IPO prices below the valuation reflected in the final private-equity round. With WeWork's recent spectacularly failed IPO as an example, John C. Coffee Jr. discusses ratchet provisions in this month's edition of his Corporate Securities column.
9 minute read

Corporate Counsel

Could a Legal Operations Role Benefit Your Organization? Here's How to Decide

Between recruiting new talent, creating budgets, cooperating with outside counsel, managing billing issues, overseeing diversity and inclusion initiatives, and staying abreast of rapidly evolving technologies, general counsel and chief legal officers are increasingly finding themselves with less time to practice law.
6 minute read

Corporate Counsel

Managing Communications During an Internal Investigation

As an employer, what you say is just as important as what you do. Internal investigations carried out by HR, compliance and legal professionals are no exception.
6 minute read

Delaware Business Court Insider

If It Looks Like a Duck: Chancery Court Knows a Demand When It Sees One

Whether a letter to a board is a "demand" matters under Delaware law because it dictates the standard that applies in stockholder-derivative litigation that may arise out of the issues raised in the letter.
6 minute read

New York Law Journal

Banks and Whistleblowers: Regulators Pounce

2019 has been a year of increased regulatory scrutiny of banks' and other financial institutions' whistleblower investigation protocols and codes of conduct. Two recent enforcement actions present extraordinary cautionary tales. As Philip M. Berkowitz discusses in his Employment Issues column, each of these matters involved individuals with high level compliance responsibilities, who apparently made very bad decisions, which resulted in enormous monetary and reputational damage to their employers as well as themselves.
10 minute read

Corporate Counsel

2019 Trends in Bet the Company Class Actions

The common law trends in bet the company class actions have been overall favorable for defendant businesses in 2019. The U.S. Supreme Court issued two more decisions enforcing arbitration agreements and class action waivers.
14 minute read

New York Law Journal

Legal Integration Playbook: Strategic and Practical Information Governance Considerations in M&A

This article provides a playbook for the five key areas general counsel must address from a legal risk mitigation perspective, in partnership with records management and IT teams, during a merger or divestment.
7 minute read

Legaltech News

Proactive Cyber Defense: Reconfiguring the C-Suite to Combat Cyber-Risks

By adding a CISO/CSO that reports directly to general counsel, companies can protect against competing priorities and ensure the containment and management of risk is the responsibility of one leadership team within its structure, without outside influence.
6 minute read

Law.com

Should I Stay or Should I Go Now? Life After Law Firm Leadership

As their leadership terms come to a close, partners find that it can be a time of newly found freedom. But it's also a point when they may feel disconnected from previous clients, behind on the developments in their practice areas and at sea as their responsibilities start to shift.
2 minute read

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