News

The D&O Diary’s Kevin LaCroix discusses Rebecca R. Haussmann v.  Werner Baumann, et al. and Bayer AG, No. 651500/20, compl. (N.Y. Sup. Ct. Mar. 6, 2020) — a stockholder derivative action filed in New York state court, asserting violations of the German Stock Corporations Act in Derivative Suit Against Bayer Board Alleging German Law Violations Filed in NY Court.

Majority Action criticizes the current structure of JP Morgan’s board, and specifically a director who serves as the board’s Lead Independent Director, as unlikely to promote oversight and effectively manage climate change risk, recommending that stockholders support a proposal to adopt an independent Board Chair and to oppose re-election of the board’s current Lead Independent Director in Reforms to Board Composition and Independence and Climate Competent Governance.

Farrel Fritz discusses the New York Court of Appeals’ decision in Luciano Bonanni, et al. v. Horizons Investors Corp., et al., No. 2017-06803, opinion (N.Y. App. Jan. 29, 2020), affirming a Trail Court’s finding that an asset sale between an LLC and a PLLC was a de facto merger based on cessation of business by the predecessor and continuity of business operations, management, assets, and personnel by the successor, and that the successor retained the predecessor’s liabilities, in  Bending the Rules of Standing: The De Facto Merger Doctrine.

Keith Bishop discusses proposed legislation that would simply conversion conversion of a “corporation” into a foreign corporation or a “foreign other business entity” under California’s General Corporation Law in Legislature To Consider Easing Corporate Conversions.

Keith Bishop discusses California’s proposed SB 870, modeled after 8 Del. C. §§ 204 and 205, permitting judicial ratification of defective corporate acts that did not comply with the California General Corporation Law or a corporation’s charter or bylaws, in California Bill Would Provide Cures For The Incurable.

NEW: The News Journal discusses the appointment of Paul A. Fioravanti Jr. as Vice Chancellor of the Delaware Court of Chancery in Carney announces Chancery judge as Delaware’s judicial controversy goes to Supreme Court.

$$$ Law360 discusses the appointment of Paul A. Fioravanti Jr. as Vice Chancellor of the Delaware Court of Chancery in Prickett Jones Partner Tapped For Chancery Court Seat.

Reuters discusses the appointment of Paul A. Fioravanti Jr. as Vice Chancellor of the Delaware Court of Chancery in In Brief: Prickett Jones & Elliott attorney tapped for Dela. Chancery Court.

NEW:  The News Journal discusses Justice Montgomery-Reeves’ appointment to the Delaware Supreme Court with reference to Delaware’s progressive role in civil rights jurisprudence in Delaware’s first black Supreme Court justice to take oath of office Friday.

WDEL relates Justice Montgomery-Reeves’ personal inspirations and the career path that led to her appointment to the Delaware Supreme Court in Delaware’s 1st African-American Supreme Court justice on shattering the glass ceiling: ‘I stand on the shoulders of so many giants’.

Delaware State News discusses Justice Montgomery-Reeves’ service on the Delaware Court of Chancery and her appointment to the Delaware Supreme Court in Trailblazing justice, 38, reflects on joining Delaware’s highest court.

Lowenstein Sandler reports that the Brazilian government has proposed a new law permitting minority stockholders to file class action lawsuits seeking compensation for corporate board misconduct in Brazil Contemplates Additional Minority Shareholder Protections in Wake of Corporate Corruption.

The Supreme Court of the United States has granted certification to hear appeal of the Third Circuit’s decision invalidating a “political balance” provision of Delaware’s constitution, which limits appointments of State Court judges by political party affiliation, intended to ensure the Courts are not controlled by one party.

NEW:  The Cape Gazette discusses the issue in Future of state’s bipartisan courts heads to Washington.

Delaware Public Media discusses the issue in U.S. Supreme Court to settle fate of Delaware judicial balance requirement.

Delaware Business Times discusses the issue in Supreme Court to hear Del. case on judicial balance.

ABA Journal discusses the issue in Supreme Court agrees to hear challenge to Delaware requirement for political balance on top courts.

The Epoch Times discusses the issue in Supreme Court to Consider if States Can Choose Judges on Party Affiliation.

Bloomberg Law discusses the issue in Delaware Judicial Partisan-Balance Rule Gets High Court Look.

CNBC discusses the issue in U.S. Supreme Court takes up fight over Delaware judicial appointments.

[$$$] Law360 discusses the issue in High Court To Review Del. Judicial Party-Balance Mandate.

Bloomberg Law’s Leslie Pappas recaps changes to the Delaware Judiciary during the year 2019 in The Delaware Bench’s Changing Makeup in 2019.