Corporate transactions

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In order to try to stem the supposed tide of Delaware corporations reincorporating in other states (particularly Texas and Nevada), Delaware recently enacted a set of revisions to its corporate law. Whether or not the legislative changes are sufficient to reduce the number of so-called “DExits” remains to be seen. But the other states are not just standing by idly waiting to see what happens. They have been at work in their own corporate law laboratories. As discussed below, the legislatures of both Texas and Nevada have in recent days both passed significant revisions to their respective corporate laws. The changes not only represent significant shifts in the corporate law arena, but also could entail significant changes in the corporate litigation world, as well.Continue Reading Delaware Amended Its Corporate Laws, So Texas and Nevada Did, Too

As I have noted in prior posts (most recently here), there has been a wave of Special Purpose Acquisition Company (SPAC) offerings this year. And as I have also noted, with all of the SPAC offerings have come problems and concerns. As discussed in the following guest post from Carrie O’Neil, Doru Gavril, and Boris Feldman, the D&O insurance marketplace has struggled to respond to these developments, and a number of different approaches to SPAC transactions have emerged. Carrie is a Senior Vice President at CAC Specialty and serves as a product development leader and claims advocate within its Legal and Claims Practice. Doru is a partner at the Freshfields law firm. Boris is a partner and head of the U.S. Technology practice at Freshfields. A version of this article was published on A Fresh Take, Freshfields’ blog on M&A, litigation, and corporate governance. The article also appeared on the CAC Specialty blog, CACConnect, here. I would like to thank the authors for allowing me to publish their article as a guest post on this site. I welcome guest post submissions from responsible authors on topics of interest to this site’s readers. Please contact me directly if you would like to submit a guest post. Here is the authors’ article.
Continue Reading Guest Post: Mind the (SPAC) Gap

Richard M. Leisner

After many decades of law practice, legal veteran Richard M. Leisner, a Senior Member in the Trenam law firm in Tampa, found that increasingly he has been called upon to be a sounding board and resource on proposed corporate transactions. In the following guest post, which is the third installment in a three-part series, Richie recounts a number of “open door encounters” – that is, occasions when colleagues came to his office to discuss pending matters. There are a number of important lessons from the tales described below. A version of this article previously was published in Trenam Law News & Insights, available at www.trenam.com. I would like to thank Richie for allowing me to publish his article as a guest post on this site. I welcome guest post submissions from responsible authors on topics of interest to this blog’s readers. Please contact me directly if you would like to submit a guest post. Here is Richie’s article.
Continue Reading Guest Post: Corporate Governance Tales From (Virtual) Open Door Encounters – Part 3

Richard M. Leisner

After many decades of law practice, legal veteran Richard M. Leisner, a Senior Member in the Trenam law firm in Tampa, found that increasingly he has been called upon to be a sounding board and resource on proposed corporate transactions. In the following guest post, which is the second installment in a three-part series, Richie recounts a number of “open door encounters” – that is, occasions when colleagues came to his office to discuss pending matters. There are a number of important lessons from the tales described below. A version of this article previously was published in Trenam Law News & Insights, available at www.trenam.com. I would like to thank Richie for allowing me to publish his article as a guest post on this site. I welcome guest post submissions from responsible authors on topics of interest to this blog’s readers. Please contact me directly if you would like to submit a guest post. Here is Richie’s article.
Continue Reading Guest Post: Corporate Governance Tales from (Virtual) Open Door Encounters – Part 2

Richard M. Leisner

After many decades of law practice, legal veteran Richard M. Leisner, a Senior Member in the Trenam law firm in Tampa, found that increasingly he has been called upon to be a sounding board and resource on proposed corporate transactions. In the following guest post, which is the first installment in a three-part series, Richie recounts a number of “open door encounters” – that is, occasions when colleagues came to his office to discuss pending matters. There are a number of important lessons from the tales described below. A version of this article previously was published in Trenam Law News & Insights, available at www.trenam.com. I would like to thank Richie for allowing me to publish his article as a guest post on this site. I welcome guest post submissions from responsible authors on topics of interest to this blog’s readers. Please contact me directly if you would like to submit a guest post. Here is Richie’s article.
Continue Reading Guest Post: Corporate Governance Tales From (Virtual) Open Door Encounters – Part 1