United States: Corporate Governance

On June 11, the Supreme Court handed closed-end fund sponsors a significant procedural win, holding that Section 47(b) of the ICA does not impliedly empower private parties to bring rescission suits.

The U.S. Supreme Court has ruled that Section 47(b) of the Investment Company Act does not create an implied private right of action for rescission, fundamentally reshaping how fund governance measures can be challenged in federal court. This landmark decision narrows federal litigation pathways for activists while elevating the importance of SEC enforcement, state-law claims, and meticulous board governance practices.

Regulation S-K governs the narrative disclosure requirements for SEC filings, covering everything from business descriptions and risk factors to MD&A and executive compensation.

The Texas Business Court examined whether a buyer qualified as an "Affiliate" under an LLC agreement's drag-along provision when the selling member negotiated for post-closing governance rights including board designation...

Stockholders are increasingly making books and records demands under Delaware General Corporation Law Section 220 to seek information about a company’s internal operations and its board’s decision making.

Artificial intelligence continues to reshape legal, regulatory and business landscapes as governments and institutions grapple with emerging cybersecurity threats, copyright disputes and governance challenges. From the Pentagon's classified AI deployments to the IMF's warnings about AI-enabled financial crises, stakeholders are racing to balance innovation with accountability while courts and regulators define new boundaries for AI liability and oversight.

Kelley Drye submitted a comment addressing X Corp.'s petition to modify the FTC's 2022 Decision and Order, raising fundamental questions about the Commission's decades-old approach to order duration.

On May 19, 2026, the SEC proposed amendments (Release No. 33-11419) that would significantly revise the public company filer status framework and related disclosure obligations.

Closed-end funds have been the target of significant shareholder activism. In its June 11 opinion in FS Credit Opportunities Corp. v. Saba Capital Master Fund, Ltd., the U.S. Supreme Court curtailed a potent activist...