A Delaware court recently held that a stockholder’s disagreement with a business decision of the board of directors and the intention to pursue a bone fide proxy contest is not a "proper purpose" to support a demand to inspect the corporation's books and records. In their article for Bloomberg Law, Tod Northman and Lauren Lipsyc say the court’s decision clarifies what had been a "murky" legal landscape.

On June 12, Energy Intelligence Finance quoted Chris Hewitt in "With Few Options, Icahn Targets Oxy Board," an article that discusses activist investor Carl Icahn's strategy behind his growing criticism of Occidental Petroleum's (Oxy) management.

In their article for Ethical Boardroom, Jayne Juvan and Chris Hewitt examine the board governance paradigm in the United States and argue that it works well to encourage calculated risk taking. 

On March 26, corporate partner Tod Northman and litigation associate Emmanuel Sanders will present “Piercing the Limited Liability Veil – Avoiding Mistakes and Minimizing Exposure" in a national 1.5-hour webinar.

By Tod Northman

The minimum dollar thresholds under Section 7(A) of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and its rules and regulations (the HSR Act) will increase approximately 6.6% over the 2018 thresholds on April 3, 2019 (30 days after the date of their publication in the…

By Tod Northman and Daniel Schiau

Delaware has a well-deserved reputation for being business friendly. A number of factors underlie the reputation, but one that gets too little attention is the Delaware court system’s approach to evaluating a stockholder’s request to review books and records of the corporation. Last year,…

By Tod Northman

Effective February 28, 2018, the minimum dollar thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and its rules and regulations (the HSR Act) will increase. The thresholds determine, among other things, whether companies are required to notify federal antitrust authorities before consummating a transaction.…

By Christopher Hewitt

In a series of interviews with Energy Intelligence Group’s Oil Daily, Chris Hewitt analyzes the corporate governance implications of the actions taken by the board of directors of SandRidge Energy leading up to Midstates Petroleum Company’s unsolicited offer to buy SandRidge. The “bear hug” letter…

By Christopher Hewitt

The rules regarding a company’s ability to use discretionary authority to vote proxies at a stockholders meeting are probably some of the most complex proxy rules to understand, but it is critical to understand them, especially in a contested election.

In its simplest form, a proxy card…

By Christopher Hewitt

Most stockholders of publicly traded companies beneficially own their shares in these companies in a brokerage account. The broker may be the record holder of these shares, but in many cases that brokerage firm also holds those shares through yet another brokerage firm. In fact, Cede &…