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The New Jersey Business Corporation Act to Permit Corporate Conversions/Domestications

JD Supra: Mergers

Effective November 4, 2023, the New Jersey Business Corporation Act (the Act) will be amended to permit conversions and domestications across all business entity types, including foreign and domestic corporations.

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Q2 2023 Quarterly Corporate / M&A decisions updates

JD Supra: Mergers

This quarter we are covering some key court decisions regarding securities and corporate governance issues. Supreme Court reaffirmed a majority of lower court decisions to require traceability in defining the term “such security” under the Securities Act of 1933.

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Court of Chancery Dismisses Aiding And Abetting Fraud Claim Against Corporate Officers And Directors On Grounds That A Corporation Cannot Conspire With Itself

JD Supra: Mergers

2023-0470 PRW (Del. 14, 2024) - It is an axiom of Delaware law that a corporation acts through its human agents. This principle informs the causes of action available to would-be plaintiffs against a corporation and its human actors. 27, 2024, corrected Mar. By: Morris James LLP

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2023 Delaware Corporate and Commercial Case Law Year in Review

JD Supra: Mergers

Our criteria for selection are that the decision either meaningfully changed Delaware law or provided clarity or guidance on issues relevant to corporate and commercial transactions or litigation in Delaware. We present the decisions in no particular order.

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The Corporate Transparency Act: Ready, Set, Go!

JD Supra: Mergers

It’s official: the Corporate Transparency Act (the “Act”) has gone into effect January 1, 2024. On December 21, 2023, the Financial Crimes Enforcement Network (“FinCEN”) issued its second final rule establishing the framework for access to and protection of beneficial ownership information (“BOI”) pursuant to the CTA.

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What 2023 Brought to Compliance

JD Supra: Mergers

2023 was a very significant year for every compliance practitioner and compliance program. While there was a paucity of corporate enforcement actions under the Foreign Corrupt Practices Act (FCPA), there were significant announcements from the Department of Justice (DOJ) which directly impact compliance professionals and compliance programs.

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FRC publishes revised UK Corporate Governance Code

JD Supra: Mergers

On 22 January 2024, the FRC published a revised edition of the UK Corporate Governance Code (the Code). By: Shearman & Sterling LLP