Professor Stephen Bainbridge, a leading corporate law scholar whose many publications are cited in opinions of Delaware’s Court of Chancery and Supreme Court, recently provided learned commentary about the latest guidance by the SEC on Rule 14a-8 regarding shareholder proposals.

The good professor provides citations and links to other commentary that suggests that this…

Recent scholarship on the increasingly important topic of SPACs has been published by Michael Klausner and Michael Ohlrogge, entitled: SPAC Governance: In Need of Judicial Review.

The article is available on SSRN, which also includes the following synopsis:

This paper analyzes the relationship between the economic structure of a SPAC, its corporate governance, and

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The Delaware LLC Act, and related alternative entity acts, were amended effective August 1, 2021. There are three particular amendments, in response to three separate court decisions, that are especially noteworthy:

• Amendments were made to allow delegation of management rights even by a conflicted principal–in response to the Chancery decision in Wenske v. Bluebell Creameries

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Corporate law scholar Prof. Stephen Bainbridge writes about the titular topic, as a supplement to a recent post on these pages, in which the good professor provides additional citations to cases and learned commentary on this issue, in the context of creeping federalization of corporate law.