By William Mills

Partner | Corporate

By Erin Ward

Law Clerk | Corporate

On March 25, 2025, Delaware Governor Matt Meyer signed into law Senate Bill 21, amending Sections 144 and 220 of Title 8 of the Delaware General Corporation Law. The legislation responds to recent concerns over Delaware law and, as stated by the Governor, is intended to clarify “key governance structures to reinforce Delaware’s reputation for equitable, predictable and efficient corporate oversight.”

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By Dean Berry

Partner | Private Wealth

By Christian Larson

Special Counsel | Global Litigation

By Keyes Gilmer

Associate | Global Litigation

On March 21, 2025, the Financial Crimes Enforcement Network released a new interim final rule that exempts U.S. entities and U.S. beneficial owners from the reporting requirements of the Corporate Transparency Act.  Under the interim final rule, which was published in the Federal Register on March 26, 2025, only foreign reporting companies, their non-U.S. beneficial owners, and company applicants are subject to the CTA’s reporting requirements.

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By Daniel Meade

Partner | Financial Regulation

By Bilal Sayyed

Counsel | Antitrust

The Federal Deposit Insurance Corporation is requesting public comment on its proposal to rescind its 2024 Statement of Policy on Bank Merger Transactions and reinstate its prior Statement of Policy on Bank Merger Transactions.

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By Marina Frattaroli

Law Clerk | Corporate

By Peter Bariso

Special Counsel | Corporate

The Securities and Exchange Commission (SEC) has recently updated Compliance and Disclosure Interpretations (C&DIs) regarding lock-up agreements and tender offers, offering notable clarifications for corporations considering these transactions.

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By Irina Dolinskiy

Counsel | Corporate

By Olivia Maraj

Law Clerk | Corporate

On March 3, 2025, the staff of the SEC’s Division of Corporation Finance announced that it is expanding the accommodations available for issuers that submit draft registration statements for nonpublic review. This announcement was consistent with the statement made by Mark T. Uyeda, Acting Chair of the U.S. Securities and Exchange Commission, as part of his remarks at the Florida Bar’s 41st Annual Federal Securities Institute and M&A Conference, that “the Commission has begun the process of returning to its narrow mission to facilitate capital formation, while protecting investors and maintaining fair, orderly, and efficient markets.”

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By Adam Magid

Partner | Global Litigation

By Douglas Mo

Associate | Global Litigation

On February 3, 2025, in In re Shanda Games Limited Securities Litigation, a divided panel of the U.S. Court of Appeals for the Second Circuit, allowed a putative investor class to proceed with securities fraud claims under Section 10(b) of the Securities Exchange Act of 1934 based on their acceptance of an allegedly undervalued tender price in a freeze-out merger.  Notably, the Court determined that at the pleadings stage, investors could utilize the fraud-on-the-market presumption (applicable to securities traded in efficient markets) to establish that they relied on defendants’ alleged misrepresentations in failing to seek a fair market value determination of their shares through appraisal.

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By Jared Stanisci

Partner | Global Litigation

By Douglas Mo

Associate | Global Litigation

By Philip Ibarra

Law Clerk | Corporate

On January 29, 2025, in State of Rhode Island Office of the General Treasurer v. Paramount Global (the “Decision”),[1] the Delaware Court of Chancery issued a post-trial opinion, broadening the types of sources a stockholder may rely on to establish a proper purpose in connection with a books and records request under Delaware General Corporation Law Section 220. Paramount Global (“Paramount” or the “Company”) had received a Section 220 demand from a Rhode Island pension fund (the “Stockholder”) seeking documents to investigate potential corporate wrongdoing. Notably, finding in favor of the Stockholder, the Court concluded that (1) information post-dating a books and records demand may, in some circumstances, be utilized to support a credible evidentiary basis to suspect wrongdoing, and (2) news articles that use anonymous sources—like other materials potentially supporting a credible evidentiary basis—do not, per se, lack indicia of reliability and should be assessed on a case-by-case basis.

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