In Palkon v. Maffei, C.A. No. 2023-0449-JTL, 2024 Del. Ch. LEXIS 48 (Del. Ch. Feb. 20, 2024) (Laster, V.C.) the Delaware Court of Chancery considered whether a controlling stockholder’s approval of transactions reincorporating two Delaware corporations in Nevada is subject to entire fairness review where there was a lack of procedural protections that would give the approval of the transactions the patina of arms-length bargaining. Because the stockholders’ derivative complaint contained allegations that (if true) established that the disputed transactions adversely affected investor protections, the Court of Chancery applied the inherently-factual “entire fairness” standard of review and denied the defendants’ motion to dismiss.Continue Reading Delaware Corporations Must Employ Procedural Safeguards When Approving a Reincorporation that Could Benefit a Controlling Stockholder to Avoid Entire Fairness Standard of Review
Ariela R. Pier is an associate in the Business Trial Practice Group in the firm's Los Angeles office. She is also a member of the firm's recruiting committee.
In Briskin v. Shopify, Inc., No. 22-15815, 2023 WL 8225346 (9th Cir. Nov. 28, 2023), the United States Court of Appeals for the Ninth Circuit held that the Canada-based company Shopify, Inc. (“Shopify”), which provides a web-based payment processing platform to online merchants across the United States (and the world), is not subject to specific personal jurisdiction in California courts under California data privacy laws based solely upon Shopify’s collection, retention and use of customer data from California residents. In making this ruling, the Ninth Circuit became the first Circuit in the nation to address this type of personal jurisdiction question involving a global online payment platform.Continue Reading In a Case of First Impression, Ninth Circuit Addresses Personal Jurisdiction Issues Involving Non-Resident Corporation Providing a Web-Based Payment Processing Platform
On September 17, 2020, Stephanie Avakian, Director of the SEC’s Division of Enforcement, spoke at the Institute for Law and Economics, University of Pennsylvania Carey Law School Virtual Program. Ms. Avakian used her time to highlight the Division’s enforcement priorities, operations, and challenges in the years since Jay Clayton became the director of the SEC in May 2017.
Continue Reading Despite Challenges, It’s Full Steam Ahead For SEC’s Enforcement Division