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Securities Law Blog

The Securities Law Blog provides commentary and news on the latest securities law developments impacting established and emerging growth publicly-traded issuers and investment banks, as well as entrepreneurs and venture-backed private entities. Our blog closely follows SEC rulemaking in several key areas including public and private securities offerings, shareholder activism and equity investment, and mergers & acquisitions.

The authors of this blog are members of the Corporate/Securities practice of Olshan Frome Wolosky LLP.  Since our founding, this firm has been distinguished by responsive, independent and client-focused legal services provided by lawyers with a profound commitment to the companies they serve. This blog is an outgrowth of this representation of our clients in a wide range of capital market transactions.

Showing 3 posts in Delaware Law.

Delaware Chancery Court Provides Important Guidance on COVID-19’s Impact on a Buyer’s Obligation to Close:

Seller’s COVID-related actions breached an “ordinary course” covenant, even though the COVID-19 pandemic did not give rise to a “material adverse effect.”

Authored by Michael R. Neidell and Zachary E. Freedman, Law Clerk Read More ›

Delaware Governor Issues Emergency Order Intended to Facilitate Corporations’ Pivot From In-Person Stockholder Meetings to Remote Communication Meetings in Light of COVID-19 Precautions

In a client alert issued by Olshan's Shareholder Activism Group last week, we reported that certain factions within the Delaware State Bar Association were attempting to fast track an amendment to Section 110 of the Delaware General Corporation Law that would allow Delaware corporations to postpone their annual meetings of stockholders in light of the COVID-19 pandemic.  We expressed serious concerns that the proposed amendment could be abused by corporations looking to postpone their annual meetings and disenfranchise stockholders under the pretense that such a delay is required due to COVID-19. Shortly after the release of our client alert, Governor John Carney issued on April 6 the tenth modification to his State of Emergency Declaration relating to COVID-19 intended to reduce the number of in-person stockholder meetings held by Delaware corporations in order to protect the health and safety of the civilian population in light of the pandemic. As discussed in this client alert, we believe the Governor's order is sufficient to allow corporations to address COVID-19 related logistical challenges they may be facing with respect to their meetings and there is no need for state legislators to rush to adopt a statutory amendment that could threaten stockholder rights.    Read More ›

Delaware Court Rules That Overbroad Questionnaires “Went Too Far” in Decision to Enjoin Closed-End Funds From Invalidating Shareholder Nominations

On June 27, 2019, the Delaware Chancery Court entered an injunction requiring the boards of trustees of two closed-end investment funds (the “Funds”) to count the votes in favor of director candidates nominated by shareholder Saba Capital at the annual meetings scheduled for July 8, 2019.  Saba Capital had timely given notice of its nominations in compliance with the Funds’ advance notification bylaws.  In a response weeks later, the Funds asked that the nominees complete a supplemental questionnaire, which had “nearly one hundred questions over forty-seven pages, and was due in five business days.”  The Funds declared the nominations invalid after Saba Capital missed the five-day deadline for submitting the questionnaires.  In the case captioned Saba Capital Master Fund, Ltd. v. BlackRock Credit Allocation Income Trust, et al., Vice Chancellor Zurn granted Saba Capital’s request for injunctive relief, finding that the Funds’ rejection of the nominations submitted by Saba Capital violated the Funds’ bylaws. As discussed in this Client Alert, the Court’s ruling is consistent with views recently expressed by Olshan that overzealous defense advisors continue to “cross the line” by using onerous, overbroad questionnaires as traps to thwart shareholder nominations and chill activist campaigns.  Read More ›

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