Delaware Court Provides Guidance on Sale Process, Exclusivity, Conflict Disclosure in Proxy

The SEC’s settlement with James R. Craigie, former CEO, chairman, and director of Church & Dwight Co. Inc., for violating proxy disclosure rules by standing for election as an independent director without disclosing his close personal friendship with a senior Church & Dwight executive has caused consternation in the legal community regarding when a friendship jeopardizes director independence under stock exchange rules.

Amid increasing pressure on supply chains across the globe, multiple recent court opinions have disrupted the law of requirements contracts.

Plaintiffs asserting claims for tortious interference of contracts covered by Puerto Rico’s Dealer’s Contracts Act, commonly known as Law 75, may automatically satisfy one element of such a claim. Law 75 regulates relationships between distributors and manufacturers.