Worldwide: Shareholders

The Change in Bank Control Act framework contains a critical provision that can unexpectedly transform individual shareholders into a regulated group with collective filing obligations. Understanding when shareholders are deemed to be "acting in concert" is essential for compliance, particularly when shareholder agreements exist or when new members join existing control groups.

The Securities and Exchange Commission has eliminated its longstanding no-action relief process for shareholder proposals under Rule 14a-8, fundamentally altering how companies and shareholders navigate proxy statement disputes. This shift represents the beginning of a broader reassessment of the shareholder proposal framework that could reshape corporate governance dynamics and force companies to reconsider their engagement strategies with activist shareholders.

The SEC's Division of Corporation Finance has announced it will no longer respond to Rule 14a-8 no-action requests, marking a significant shift in the shareholder proposal process. Companies must still comply with notification requirements under Rule 14a-8(j), but without staff guidance on exclusion decisions, they will need to rely on existing SEC guidance, precedent, and judicial decisions.

This advisory examines the lifecycle of a typical special purpose acquisition company (SPAC) through its initial public offering, highlighting current market trends, sponsor economics, SEC disclosure requirements, Nasdaq listing developments, and the practical considerations that shape today's SPAC transactions.

A California appellate court has ruled that Delaware corporations with principal operations in California cannot use exclusive forum selection clauses to avoid the state's broader shareholder inspection rights, even when their bylaws designate Delaware as the exclusive forum for internal affairs disputes. The decision creates uncertainty for Delaware corporations operating in California and raises questions about the interplay between forum selection provisions and state public policy protections for minori

Let’s say you are a minority interest holder facing a squeeze-out merger. If someone else controls the process, the price, and the paperwork, how do you know the deal was fair? Can a minority shareholder that also holds a meaningful stake in the controller really be counted among the “disinterested” minority?...

On July 16, 2026, the Securities and Exchange Commission (SEC) proposed Regulation E-Delivery, which would make electronic delivery the default method for delivering regulatory disclosures to investors...

Disney's acquisition of Hulu exemplifies a recurring challenge in joint ventures: commercial conflicts between shareholders that ultimately force restructuring. This collection explores how organizations navigate strategic partnerships, operational conflicts, and value creation across industries from manufacturing to financial services, while examining the evolving landscape of corporate growth strategies and risk management.

The Umbrella Partnership-C Corporation structure has evolved from a niche tax-efficient IPO vehicle into a mainstream mechanism for pre-IPO insiders seeking liquidity while preserving partnership tax treatment. However, the same structural features that make Up-Cs economically attractive may create recurring dilution issues when insiders influence tax distributions or liquidity flows between the private operating partnership and public corporation.