United States: Shareholders

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New York Court Of Appeals Rejects Challenge To The Internal Affairs Doctrine

The doctrine promotes consistency and predictability in corporate governance by ensuring a corporation need only adhere to one set of laws.

United States Commercial

CG

Cahill Gordon & Reindel LLP

Texas Corporate Law Changes: Opt-In Requirements For New Pro-Business Rules

In the most recent Texas legislative session, the Texas Legislature, through SB 25, adopted a number of changes to the Texas Business Organizations Code that are very favorable to corporations formed under Texas law.

United States Commercial

K

Klemchuk

The 15-Minute Founder's Guide: Pay-to-Play Transactions

If your startup continues to follow the proverbial "hockey stick" of uninterrupted, exponential growth that you presented in your seed round pitch deck...

United States Commercial

GP

Goodwin Procter LLP

The End Of The Shareholder Rule: Aabar, Jardine, And The Future Of Corporate Privilege

Two recent judicial decisions have brought long-standing assumptions about the so-called "Shareholder Rule" under critical scrutiny. In Aabar Holdings S.à.r.l. v Glencore plc & ors...

United States Commercial

W

WilmerHale

Picking The Right Legal Structure For Your Startup

United States Commercial

NG

Nyemaster Goode

Securities And Derivative Litigation: Quarterly Update Q3 2025

United States Commercial

D

Dechert

Implications Of FDA's "Radical Transparency" Plan For Complete Response Letters

United States Healthcare

AP

Arnold & Porter

Delaware Forum Selection Clause Binds California Shareholders

United States Commercial

W

WilmerHale

SEC Updates Eighth Circuit On Climate Disclosure Rules

United States Commercial

GP

Goodwin Procter LLP

Proxy Advisors Glass Lewis And ISS Continue Fight Against State Attorney General Challenges To "Nonfinancial" Advice In Challenge Of Texas Law

United States Commercial

CM

Crowell & Moring LLP

Choosing Your State Of Incorporation

United States Commercial

FH

Foley Hoag LLP

Pryor Cashman Represents Wilmington Savings Fund Society, FSB, In $1.35B Secured Credit Facility For Mallinckrodt–Endo Merger

United States Commercial

PC

Pryor Cashman LLP

Initial Public Offerings Laws And Regulations 2025 – USA

United States Commercial

ML

Milbank LLP

Private Equity Access For Retail Investors

United States Commercial

LS

Luther S.A.

Citizenship Updates: Nationwide Injunctions Affecting Birthright Citizenship Limited And New DOJ Priorities To Denaturalize U.S. Citizens

United States Immigration

Gs

Green and Spiegel

From Copyright Case To AI Data Crisis: How The New York Times v. OpenAI Reshapes Companies' Data Governance And EDiscovery Strategy

United States Technology

NM

Nelson Mullins Riley & Scarborough LLP

Protectionism Or Free Trade?

United States International

BG

Braumiller Law Group, PLLC

Bridging Cultures, Avoiding Disputes: Why Construction Needs Partnering Dialogue More Than Ever

United States Litigation

J

JAMS

Are Emotional Distress Damages In FEHA Settlements Taxable?

United States Litigation

J

JAMS

D.C. Circuit Invalidates SEC's Proxy Advisor Disclosure Rule, Finding Proxy Advisory Voting Advice Is Not "Solicitation"

On July 1, 2025, in Institutional Shareholder Services, Inc. v. SEC ("ISS"), the U.S. Court of Appeals for the District of Columbia Circuit held that proxy-voting advice recommendations are not "solicitations" under the...

United States Commercial

CG

Cahill Gordon & Reindel LLP

Corporate Transactions: Best Practices For Successful Deals

Corporate transactions can have significant implications for a corporation and its stakeholders. For deals to be successful, companies must act strategically to maximize value and minimize risk.

United States Commercial

SH

Scarinci Hollenbeck LLC

Court Of Appeals Again Bolsters Internal Affairs Doctrine, This Time Clipping Derivative Suits Brought On Behalf Of Foreign Corporations

Section 626 of New York's Business Corporation Law governs standing to sue derivatively in New York. It states that "an action may be brought in the right of a domestic...

United States Commercial

FF

Farrell Fritz, P.C.

Texas Passes Landmark Law Regulating Proxy Advisors: What Companies Need To Know

On June 20, 2025, Gov. Greg Abbott (R-TX) signed SB 2337, a new law that significantly alters the landscape for proxy advisory firms (e.g., Glass Lewis and Institutional Shareholder Service (ISS)) ...

United States Commercial

AG

Akin Gump Strauss Hauer & Feld LLP

One Big Beautiful Bill Act Expands Gain Exclusion For Qualified Small Business Stock

United States Tax

SH

Stites & Harbison PLLC

Texas Proxy Law Faces Legal Pushback From ISS, Glass, Lewis

United States Commercial

D

Dechert

Checklist For Protecting Next-Generation Minority Owners In A Family Business

United States Commercial

RB

Reinhart Boerner Van Deuren s.c.

ISS Launches Annual Global Benchmark Policy Survey

Worldwide Commercial

GP

Goodwin Procter LLP

Understanding Financial Statements: The Complete Guide For Businesses And Individuals

United States Commercial

MG

MGO CPA LLP

Securities And Exchange Commission (SEC) To Review Eligibility Requirements For Foreign Private Issuers

United States Commercial

PR

Proskauer Rose LLP

The Texas Stock Exchange: A New Era For Public Markets In The Lone Star State

United States Commercial

GT

Greenberg Traurig, LLP

Qualified Small Business Stock Benefits Expanded Under The One Big Beautiful Bill Act

United States Tax

BC

Bryan Cave Leighton Paisner

Texas Business Organizations Code: Key Amendments Under SB 29

United States Commercial

GT

Greenberg Traurig, LLP

Updates To Exchange Act Section 13(d) And 13(g) Compliance And Disclosure Interpretations

United States Commercial

MB

Mayer Brown

The Texas Stock Exchange: A New Era For Public Markets In The Lone Star State

Move over Wall Street, here comes Y'all Street. The Texas Stock Exchange (TXSE) is set to launch in Dallas, Texas with plans to begin trading in the second half of 2026, according to people familiar with the matter.

United States Commercial

GT

Greenberg Traurig, LLP

Qualified Small Business Stock Benefits Expanded Under The One Big Beautiful Bill Act

On July 4, 2025, President Trump signed the One Big Beautiful Bill Act (the "Act") into law. Among the many changes, the Act expands the favorable tax treatment...

United States Tax

BC

Bryan Cave Leighton Paisner

Texas Business Organizations Code: Key Amendments Under SB 29

On May 14, 2025, Gov. Greg Abbott signed Senate Bill 29 (SB 29) into law, which seeks to modernize the Texas Business Organizations Code (TBOC) and encourage businesses to incorporate or redomicile in Texas.

United States Commercial

GT

Greenberg Traurig, LLP

Updates To Exchange Act Section 13(d) And 13(g) Compliance And Disclosure Interpretations

On July 11, 2025, the staff (the "Staff") of the U.S. Securities and Exchange Commission's (the "SEC") Division of Corporation Finance (the "Division") published non-substantive updates to various Compliance and Disclosure Interpretations ("CDIs") relating to Exchange Act Sections 13(d) and 13(g) and Regulation 13D-G Beneficial Ownership Reporting.

United States Commercial

MB

Mayer Brown

Qualified Small Business Stock Benefits Expanded In New Tax Bill

United States Commercial

JD

Jones Day

The One Big Beautiful Bill Act Analysis Series: Expanded §1202 Gain Exclusion For Founders, Investors And Startup Owners

On July 4, 2025, President Trump signed the One Big Beautiful Bill Act (the OBBBA) into law. As part of our One Beautiful Bill Act Analysis Series, this alert explains the expansion of the section 1202...

United States Tax

RB

Reinhart Boerner Van Deuren s.c.

Plain Speaking Wins The Day At The D.C. Circuit: Proxy Advisors Are Not Subject To SEC Section 14(a) Solicitation Prohibition Rule

The United States Court of Appeals for the District of Columbia Circuit recently held that the Securities and Exchange Commission ("SEC") and the securities industry were effectively "separated by a common language."

United States Commercial

SM

Sheppard Mullin Richter & Hampton

SEC Statement On Disclosure Best Practices For Crypto Asset ETFs

On July 1, 2025, the staff of the Division of Corporation Finance at the U.S. Securities and Exchange Commission (the "SEC") issued another in a series of statements regarding crypto assets.

United States Technology

MB

Mayer Brown

International Tax Changes In The One Big Beautiful Bill Act

The One Big Beautiful Bill Act (OBBB), signed into law by President Trump on July 4, makes several important changes to the US international tax rules while maintaining the basic framework enacted in the 2017 legislation...

United States Tax

SJ

Steptoe LLP

Trump Administration Passes The One Big Beautiful Bill Act

United States Tax

FL

Foley & Lardner

Summer Cleaning: Getting Your Corporate 'House' In Order For A Potential Sale

United States Commercial

JM

Jeffer Mangels Butler & Mitchell LLP

One Big Beautiful Bill Act Introduces Significant Domestic And International Tax Changes

United States Tax

MB

Mayer Brown

Takeover Panel Consultation And New Practice Statements

United States Commercial

BC

Bryan Cave Leighton Paisner

Texas Enacts Business-Friendly Reforms In Bid To Dethrone Delaware's Corporate Dominance

United States Commercial

JD

Jones Day

Texas Adopts Further Legislation In Push To Attract Corporations

United States Commercial

ST

Simpson Thacher & Bartlett

California Court Of Appeal Holds That Derivative Litigation Settlement Procedural Rules Apply Even In Intra-Shareholder Suits In Closely Held Companies

United States Commercial

SM

Sheppard Mullin Richter & Hampton

Structuring Share Repurchases: Rule 10b‑18 And Rule 10b5‑1 Applied To Open‑Market Share Repurchase Programs, Accelerated Share Repurchase Transactions And Enhanced Open‑Market Share Repurchase Transactions

United States Commercial

CS

Cravath, Swaine & Moore LLP

Active Shooter Incidents, Part I: Beyond The Statistics To Practical Workplace Violence Insights (Podcast)

United States Employment

OD

Ogletree, Deakins, Nash, Smoak & Stewart

Amidst SEC's Review Of Regulation A, The SEC Staff Grants Reporting Obligations Relief

United States Commercial

GP

Goodwin Procter LLP

California Federal Court Holds Exception To I V. I Exclusion Restores Coverage For D&O Claim Based On Dilution Of Shares

United States Insurance

WR

Wiley Rein

The Benefits Of Recognizing Personal Goodwill In A Transaction With Shareholder Physicians – Part 2

United States Commercial

AC

Ankura Consulting Group LLC

Fourth Circuit: "Bump-Up" Exclusion Applies When Settlement Seeks To Cure Harms Associated With Undisclosed Conflict Of Interest During Merger Transaction

United States Commercial

WR

Wiley Rein

Shareholder Activism In The REIT Sector: An Evolving Landscape

United States Finance

GP

Goodwin Procter LLP

Texas Enacts New Law To Regulate Proxy Advisory Firms

United States Commercial

JD

Jones Day

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Latest Videos

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Sounding Board: Shareholder Engagement (Video)

MB

Mayer Brown

The World's Top Businesses Do These 4 Things To Thrive In Turbulent Times (Video)

A

AlixPartners

Board Diversity (Video)

AP

Arnold & Porter

Tales From The Trenches – Venture Capital Term Sheets 101 (Part2) (Video)

FL

Foley & Lardner

WilmerHale Partner Daniel Zimmermann: What Are Founders' Shares (Video)

W

WilmerHale

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