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2 weeks ago | 
law360.com | David Bell |Ran Ben-Tzur |Dean Kristy
By David Bell, Ran Ben-Tzur and Dean Kristy ( June 11, 2025, 6:11 PM EDT) -- On May 14, Texas Gov. Greg Abbott signed into law S.B. 29, which provides for significant amendments to the Texas Business Organizations Code, including codifying the business judgment rule. The amendments are effective immediately and are intended to make Texas the preferred state for incorporation.... Law360 is on it, so you are, too.
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3 weeks ago | 
corpgov.law.harvard.edu | David Bell |Ran Ben-Tzur |Dean Kristy
corporate law, Delaware Court of Chancery, DGCL, NevadaMore from: David Bell, Dean Kristy, Ran Ben-Tzur, FenwickDavid Bell, Ran Ben-Tzu, and Dean Kristy are Partners at Fenwick & West LLP. This post is based on their Fenwick memorandum. Nevada’s legislature recently adopted Assembly Bill No. 239, which provides for significant amendments to the Nevada Revised Statutes governing Nevada corporations. The amendments have been delivered to the Governor for signature.
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1 month ago | 
corpgov.law.harvard.edu | David Bell |Dean Kristy |Ran Ben-Tzur
corporate law, Incorporations, Shareholders, TexasMore from: David Bell, Dean Kristy, Ran Ben-Tzur, FenwickDavid Bell, Dean Kristy, and Ran Ben-Tzu are Partners at Fenwick & West LLP. This post is based on a Fenwick memorandum by Mr. Bell, Mr. Kristy, Mr. Ben-Tzur, and Wendy Grasso, and is part of the Delaware law series; links to other posts in the series are available here.
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2 months ago | 
corpgov.law.harvard.edu | David Bell |Marie C. Bafus |Dean Kristy
corporate law, delaware, Delaware Court of Chancery, DGCLMore from: David Bell, Dean Kristy, Marie Bafus, FenwickDavid Bell, Marie Bafus, and Dean Kristy are Partners at Fenwick & West LLP. This post is based on a Fenwick memorandum by Mr. Bell, Ms. Bafus, Mr. Kristy, and Wendy Grasso, and is part of the Delaware law series; links to other posts in the series are available here.
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Mar 20, 2025 | 
jdsupra.com | David Bell |Wendy Grasso |Dean Kristy
On March 14, 2025, a three-judge panel of the U.S. Court of Appeals for the Fourth Circuit lifted a lower court’s preliminary injunction blocking key provisions of President Donald Trump’s executive orders aimed at ending programs supporting DEI and DEIA. The order does not decide the legality of the executive orders but allows the government to enforce the executive orders while the litigation continues.
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Feb 27, 2025 | 
jdsupra.com | David Bell |Wendy Grasso |Dean Kristy
Background On February 3, 2025, the National Association of Diversity Officers in Higher Education, the American Association of University Professors, Restaurant Opportunities Centers United, and the Mayor and City Council of Baltimore filed a lawsuit in the U.S. District Court for the District of Maryland against President Donald Trump, the U.S. Attorney General, and a number of other agencies and agency heads in their official capacities, arguing that certain provisions of the two...
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Nov 1, 2024 | 
mondaq.com | David Bell |Michael S. Dicke |Dean Kristy |Wendy Grasso
The United States Securities and Exchange Commission (SEC) has
charged four companies, both current and former public entities,
with making materially misleading disclosures regarding
cybersecurity risks and intrusions, resulting in nearly $7 million
in total penalties.
The proceedings fall into two categories: Disclosing but
omitting material information about cyberattacks (Avaya Holdings
Corp.
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Jul 25, 2024 | 
jdsupra.com | David Bell |Wendy Grasso |Dean Kristy
The amendments generally fall into three categories: Stockholder Agreements, Transaction Approval Requirements, and Target Corporation Lost-Premium Damages. The amendments will become effective on August 1, 2024. The amendments will apply retroactively to all contracts and agreements, including merger and consolidation agreements, made by a Delaware corporation—and all contracts, agreements, and documents approved by a Delaware corporation’s board of directors.
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Jan 4, 2024 | 
jdsupra.com | David Bell |Dean Kristy |Ron Llewellyn
The leading U.S. proxy voting advisory firms, Institutional Shareholder Services (ISS) and Glass Lewis, have updated and clarified their voting guidelines for the 2024 proxy season. Companies should assess how the changes to these voting guidelines and policies may impact shareholder voting for any proposals on the agenda or the election of their directors for their annual meetings.
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Nov 6, 2023 | 
mondaq.com | Dean Kristy |David Bell |Ron Llewellyn |Emily Sacks-Wilner
On October 7, 2023, California adopted new requirements that
will impact the voluntary carbon offset market and companies making
certain emissions claims. The bill, Assembly Bill 1305 (AB 1305),
requires companies operating in California and making claims about
the achievement of carbon neutrality, net zero emissions or similar
claims or which do so through voluntary carbon offset programs in
California to provide specified disclosure on their websites.
