In the world of venture capital, there are certain investor rights that ensure the smooth execution of exit transactions.  The primary such mechanism is the drag-along provision, under which one group of stockholders agrees in advance to sell or vote their shares in a sale of the company approved by another group of stockholders and/or by the board.  Drag-along provisions often include a covenant by the drag-along shareholders not to sue over a drag-along sale, often including waivers of claims for breach of fiduciary duties.  But are fiduciary duties of directors too important to allow them to be waived by stockholders?  A recent Delaware Chancery Court decision puts guard rails on such waivers.Continue Reading Too Big to Waive?  Enforceability of Drag-Along Covenants Not-to-Sue

Buried in the recently enacted Highway Bill, officially the Fixing America’s Fast ActSurface Transportation Act or FAST Act, is a new exemption for the resale of securities.  The new resale exemption appears in the form of a new Section 4(a)(7) of the Securities Act of 1933 and essentially codifies the so-exit strategy 2called 4(a)(1-1/2) exemption.  New