Legal Updates

2021 Amendments to Delaware’s General Corporation Law and Alternative Entity Statutes

2021 Amendments to Delaware’s General Corporation Law and Alternative Entity Statutes

In its current session, the Delaware legislature passed a number of amendments to the Delaware General Corporation Law (the “DGCL”), the Delaware Limited Liability Company Act (the “DLLCA”), the Delaware Revised Uniform Limited Partnership Act (“DRULPA”) and the Delaware Revised Uniform Partnership Act (“DRUPA” and, together with the DLLCA and DRULPA, the “alternative entity statutes”). Delaware Governor John Carney signed these bills into law on June 30, 2021. The amendments become effective on August 1, 2021.

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Registrars of the registers of JSC will have to submit the information about shareholders to the Federal Service of State Statistics

On 01.09.2021 Federal Law No. 174-FZ  dd 11.06.2021 (the Law) enters into force. It amends Article 8 of Federal Law No. 282-FZ “On Official Statistical Accounting and the System of State Statistics in the Russian Federation” dd 29.11.2007, which provides the obligation of registrars of the registers of JSC to provide information about shareholders to the Federal State Statistics Service (the Rosstat).

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Delaware Supreme Court Finds Fraud Insurable

In a recent decision, the Delaware Supreme Court ruled that insuring against fraud does not per se violate Delaware public policy and held that the insured’s D&O policy covered claims alleging securities fraud. RSUI Indemnity Company v. Murdock, No. 154, 2020, 2021 WL 803867 (Del. Mar. 3, 2021). In so doing, the Court diverged from other states with general public policy exceptions to fraud and reinforced the proposition that contracts should be enforced as written. In other words, if an insurer intends its policy to
exclude certain types of claims, the policy should expressly say so as opposed to after-the-fact appeals to “public policy” as grounds for denying coverage.

Brief Case Synopsis
The Murdock case involved a directors and officers (“D&O”) excess policy insuring Dole Food Company, Inc. (“Dole”), which was triggered, along with another eight layers of D&O insurance, when CEO and Director David Murdock took Dole private through a merger transaction.  That merger resulted in several lawsuits asserting claims for  securities fraud against him and COO and General Counsel C. Michael Carter. The allegations contained claims that Murdock and Carter “breached their duty of loyalty through a series of intentional, unfair, and fraudulent actions that, among other things, drove down Dole’s pre-merger stock price.” Read more…

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Exposure of Prosecution under the Indian Penal Code for Offences under GST

In the Matter of: Shri. Sentu Dey Vs. State of Tripura & Ors. [Crl. Petn. No.14/2021]

Forum: High Court of Tripura

Order Delivered on: May 28, 2021

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SEBI Introduces Amendments related to Appointment of Independent Directors and other Regulations

The Securities and Exchange Board of India (“SEBI”) has issued a press release1 (PR No. 22/2021) dated June 29, 2021 pursuant to its recent meeting held on June 29, 2021. Some of the key decisions impacting various regulations are as under:

  1. Review and Merger of SEBI (Issue and Listing of Debt Securities) Regulations, 2008 and SEBI (Non-Convertible Redeemable Preference Shares) Regulations, 2013 into a single Regulation – SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021. The provision of charge on the assets and properties of the issuer has been harmonized with the Companies Act. This will provide greater flexibility to the issuers for creation of charge.  
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Video: Mandatory Vaccination, Tipped Worker Rule, and SCOTUS Rules Against Organized Labor – Employment Law This Week

As featured in #WorkforceWednesday:  This week, we look at the increase in mandatory vaccination policies, a new rule for tipped workers, and a Supreme Court decision against organized labor.

Employers Implement Mandatory Vaccination Policies

Mandatory vaccine policies are on the rise. A month after the Equal Employment Opportunity Commission released updated guidance on mandatory vaccination policies, an increasing number of employers have started introducing these mandates. Courts are also weighing in—a Texas District Court recently affirmed a hospital’s mandatory vaccination policy.

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Ohio launches $155 million in grants to Ohio businesses

The state of Ohio will begin accepting applications on Tuesday, June 29 for four grant programs that target businesses that have suffered significant losses during the COVID-19 pandemic.  The small grant programs will provide a total of $155 million to businesses that opened in 2020, food and beverage establishments, entertainment venues, and lodging venues.  Read more…

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California Court of Appeal Approves Use of Rate-In-Effect Overtime Calculation Method Where It Benefited Employees

California law generally requires that non-exempt employees be paid 1.5 times their “regular rate of pay” for work performed beyond 40 hours in a week or 8 hours in a day – and twice their “regular rate of pay” for time worked in excess of 12 hours in day or beyond 8 hours on the seventh day of the workweek.

While “regular rate of pay” is not expressly defined in the California Labor Code, there should be few questions about what that rate is when an employee works at the same rate during the workweek.

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Hawaii Repeals “Disability Subminimum Wage”

On June 16, 2021, Hawaii enacted Senate Bill 793 (the “Act”), which repeals an exemption to the minimum wage for disabled employees, often referred to as “the disability subminimum wage.” The Act took effect immediately and requires all Hawaii employers pay disabled individuals no less than the state minimum wage.

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New Caselaw Sheds Light on Enforceability of No-Hire Agreements Between Companies

Recent decisions signal that courts will carefully scrutinize “no-hire” and “no-poaching” agreements between companies, and that the enforceability of such agreements is not guaranteed. These agreements provide that one party will not hire — or poach — the employees of the other party to the agreement.

In Lodging Sols, LLC v. Miller (Lodging Sols), the Southern District of New York refused to enforce a no-hire provision entered into in connection with a potential corporate transaction. Similarly, in Pittsburgh Logistics Systems, Inc. v. Beemac Trucking, LLC, et al. (Pittsburgh Logistics Systems), the Pennsylvania Supreme Court refused to enforce a no-hire provision entered into in connection with a services agreement. Read more…

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