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Delaware: A Confirmed Pro-Sandbagging Jurisdiction

In an opinion of significance to M&A Practitioners, the Delaware Court of Chancery recently made it clear that Delaware law allows a buyer in an acquisition to “sandbag” a seller if the acquisition agreement allows for...more

IN THE NEWS: The Potential Overhaul of M&A – Senator Elizabeth Warren’s Prohibiting Anticompetitive Mergers Act

United States Senator Elizabeth Warren (D-Mass.) and United States Representative Mondaire Jones (D-N.Y.) on March 16, 2022 introduced the Prohibiting Anticompetitive Mergers Act (the “Act”) to ban what they’ve called “the...more

Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act – Five Key Takeaways

On March 3, 2022, President Biden signed into law the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2021 (the “Act”), prohibiting employers from enforcing predispute arbitration agreements and class...more

Increased Scrutiny Surrounding Noncompete Agreements During the Pandemic

Since the current economic downturn began in February 2020 as a result of the COVID-19 pandemic, noncompete agreements have become increasingly scrutinized nationwide, and courts have become more reluctant to enforce them. ...more

Compelling Justification Required when Interfering with Stockholder Voting Rights

The Coster v. UIP Companies, Inc. decision provides a framework for evaluating stockholder disenfranchisement claims.  Directors should carefully consider how, and under what conditions, they will take actions that dilute...more

IN THE NEWS: The Potential Divorce of Simon and Taubman

Simon Property Group, Inc. (“Simon”) wants out of a deal to acquire its competitor, Taubman Centers, Inc. (“Taubman”), due to the COVID-19 pandemic....more

EBITDA, Adjusted EBITDA, and EBITDAC in the Age of COVID-19

The definition earnings before interest, taxes, depreciation and amortization (“EBITDA”) and adjusted EBITDA have always been important and highly negotiated pieces of credit agreements and M&A transactions....more

An Illustration of Remote Controller Fiduciary Liability

Under Delaware law, indirect controllers of a Delaware limited liability company (“LLC”) can owe limited fiduciary duties to the LLC and its members if they exert control over the LLC’s assets, unless those duties are clearly...more

Aiding and Abetting Claim Sustained Against M&A Advisor JPMorgan

On June 1, the Delaware Chancery Court (the “Court”) in Morrison v. Berry  allowed an aiding and abetting breach of fiduciary claim to proceed against financial advisor J.P. Morgan Securities, LLC (“JPMorgan”) for its role in...more

Now Available: Revised PPP Loan Forgiveness Application And New EZ Application

On June 16, 2020, the Small Business Administration (SBA) released an updated Paycheck Protection Program (PPP) Loan Forgiveness Application and Instructions, as well as a new PPP Loan Forgiveness Application Form 3508EZ (EZ...more

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