On September 1, 2022, the SEC universal proxy card (UPC) rules took effect, allowing shareholders to freely “mix and match” from among management and dissident nominees in contested director elections. Before the rules’ adoption, their impact on shareholder activism was hotly debated, including in a comment letter to the SEC from our practice. Since they went into effect, judgments (even by us) have too often been anecdotal or based on limited data.
https://ma-litigation.sidley.com/wp-content/uploads/sites/3/2025/01/MN-24015-Enhanced-Scrutiny-Blog-Imagery-Refresh_15.jpg606833Eric S. Goodwinhttps://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.pngEric S. Goodwin2025-09-16 09:03:162025-09-30 12:45:04How Three Years of the Universal Proxy Card Rules Have Changed Proxy Contests
Derek Zaba and Kai Liekefett, co-chairs of Sidley’s Shareholder Activism and Corporate Defense practice, discuss the 2025 proxy season and give a shareholder activism outlook for the second half of the year.
In a recent dismissal of all claims in Borsody v. Gibson, the Delaware Court of Chancery grappled with an unusual set of circumstances involving a former director who believed he had been wrongfully removed from a board and prevented from exercising his stock options. Having missed the window for asserting claims against the two officers who allegedly engaged in the wrongful scheme, he instead targeted two new directors who did not join the Board until after the scheme had already been completed.
https://ma-litigation.sidley.com/wp-content/uploads/sites/3/2025/05/MN-24015-Enhanced-Scrutiny-Blog-Imagery-Refresh_7.jpg606833Heather Benzmiller Sultanianhttps://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.pngHeather Benzmiller Sultanian2025-08-14 10:06:142025-09-30 12:45:46What Happens With the Former Board, Stays With the Former Board: Delaware Court Dismisses Claims Against Directors for Failing to Investigate Past Misconduct
In a recent post-trial opinion in BBP Holdco, Inc. v. Brunswick Corporation, the Delaware Superior Court addressed an unusual M&A dispute. After a spin off of one of Brunswick’s bowling divisions, the buyers claimed that they had been defrauded not because Brunswick failed to disclose an ongoing regulatory issue, but because Brunswick allegedly failed to disclose enough about the issue, including how it might unfold in the future. The court soundly rejected this theory, holding that Brunswick fulfilled its obligation to fairly disclose the issue in sufficient detail for the buyers to perform their own independent investigation.
https://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.png00Nilofer Umarhttps://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.pngNilofer Umar2025-08-04 10:20:592025-08-08 16:23:17Gutterball Claims: Delaware Court Rejects Contract and Fraud Claims in the Face of Fair Disclosures
On June 17, 2025, the Delaware Supreme Court for the second time in six months reversed a post-trial damages award against an acquiring company accused of aiding and abetting breaches of fiduciary duty by target company management. The June 17 decision is In re Columbia Pipeline Group, Inc., Merger Litigation, 2025 WL 1693491 (Del. June 17, 2025). The earlier decision is In re Mindbody, Inc. Stockholder Litigation, 332 A.3d 349 (Del. 2024).
https://ma-litigation.sidley.com/wp-content/uploads/sites/3/2025/05/MN-24015-Enhanced-Scrutiny-Blog-Imagery-Refresh_4.jpg606833Robin E. Wechkinhttps://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.pngRobin E. Wechkin2025-07-28 09:05:352025-09-30 12:46:39With a Fresh Look at the Facts in Columbia Pipeline, the Delaware Supreme Court Continues to Narrow Aiding and Abetting Liability for Acquirers
“The limited liability company affords great flexibility to those who adopt it to organize their enterprise. Many take advantage of that flexibility by drafting a bespoke limited liability company agreement. But if that agreement is contradictory or confusing, flexibility begets friction.” – Vice Chancellor Zurn, Holzbaur v. Trolley Square Hospitality, LLC (Del. Ch. June 4, 2025)
https://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.png00James Heyworthhttps://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.pngJames Heyworth2025-07-21 09:02:322025-09-30 12:47:14With Great Flexibility Comes Great Responsibility (to Draft LLC Agreements Carefully)
Holly Gregory and Claire Holland have authored the United States chapter of Panoramic – Corporate Governance 2025, an annual summary of key corporate governance practices in 18 jurisdictions worldwide. Topics addressed in the chapter include: sources of governance rules and practice, shareholders’ rights, duties and liability, anti-takeover devices, board structures, legal duties of the board, and disclosure and reporting requirements. Holly Gregory has served as the contributing editor since 2015.
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How Three Years of the Universal Proxy Card Rules Have Changed Proxy Contests
On September 1, 2022, the SEC universal proxy card (UPC) rules took effect, allowing shareholders to freely “mix and match” from among management and dissident nominees in contested director elections. Before the rules’ adoption, their impact on shareholder activism was hotly debated, including in a comment letter to the SEC from our practice. Since they went into effect, judgments (even by us) have too often been anecdotal or based on limited data.
(more…)
Eric S. Goodwin
New York
egoodwin@sidley.com
Kai H.E. Liekefett
New York
kliekefett@sidley.com
Derek Zaba
Palo Alto, New York
dzaba@sidley.com
2025 Proxy Season: Temporary Disruption Amid Structural Shifts in Shareholder Activism
(more…)
Derek Zaba
Palo Alto, New York
dzaba@sidley.com
Kai H.E. Liekefett
New York
kliekefett@sidley.com
What Happens With the Former Board, Stays With the Former Board: Delaware Court Dismisses Claims Against Directors for Failing to Investigate Past Misconduct
In a recent dismissal of all claims in Borsody v. Gibson, the Delaware Court of Chancery grappled with an unusual set of circumstances involving a former director who believed he had been wrongfully removed from a board and prevented from exercising his stock options. Having missed the window for asserting claims against the two officers who allegedly engaged in the wrongful scheme, he instead targeted two new directors who did not join the Board until after the scheme had already been completed.
(more…)
Heather Benzmiller Sultanian
Chicago
hsultanian@sidley.com
Gutterball Claims: Delaware Court Rejects Contract and Fraud Claims in the Face of Fair Disclosures
In a recent post-trial opinion in BBP Holdco, Inc. v. Brunswick Corporation, the Delaware Superior Court addressed an unusual M&A dispute. After a spin off of one of Brunswick’s bowling divisions, the buyers claimed that they had been defrauded not because Brunswick failed to disclose an ongoing regulatory issue, but because Brunswick allegedly failed to disclose enough about the issue, including how it might unfold in the future. The court soundly rejected this theory, holding that Brunswick fulfilled its obligation to fairly disclose the issue in sufficient detail for the buyers to perform their own independent investigation.
(more…)
Nilofer Umar
Chicago
numar@sidley.com
Kendra L. Stead
Chicago
kstead@sidley.com
Heather Benzmiller Sultanian
Chicago
hsultanian@sidley.com
William J. Lawrence
Chicago
bill.lawrence@sidley.com
With a Fresh Look at the Facts in Columbia Pipeline, the Delaware Supreme Court Continues to Narrow Aiding and Abetting Liability for Acquirers
On June 17, 2025, the Delaware Supreme Court for the second time in six months reversed a post-trial damages award against an acquiring company accused of aiding and abetting breaches of fiduciary duty by target company management. The June 17 decision is In re Columbia Pipeline Group, Inc., Merger Litigation, 2025 WL 1693491 (Del. June 17, 2025). The earlier decision is In re Mindbody, Inc. Stockholder Litigation, 332 A.3d 349 (Del. 2024).
Robin E. Wechkin
Seattle
rwechkin@sidley.com
With Great Flexibility Comes Great Responsibility (to Draft LLC Agreements Carefully)
“The limited liability company affords great flexibility to those who adopt it to organize their enterprise. Many take advantage of that flexibility by drafting a bespoke limited liability company agreement. But if that agreement is contradictory or confusing, flexibility begets friction.” – Vice Chancellor Zurn, Holzbaur v. Trolley Square Hospitality, LLC (Del. Ch. June 4, 2025)
(more…)
James Heyworth
New York
jheyworth@sidley.com
Panoramic – Corporate Governance 2025
Holly Gregory and Claire Holland have authored the United States chapter of Panoramic – Corporate Governance 2025, an annual summary of key corporate governance practices in 18 jurisdictions worldwide. Topics addressed in the chapter include: sources of governance rules and practice, shareholders’ rights, duties and liability, anti-takeover devices, board structures, legal duties of the board, and disclosure and reporting requirements. Holly Gregory has served as the contributing editor since 2015.
(more…)
Holly J. Gregory
New York
holly.gregory@sidley.com
Claire H. Holland
Chicago
cholland@sidley.com
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