In Jacobs v. Akademos, the Delaware Chancery Court ruled that a cash-out merger that provided common shareholders in a privately held corporation, Akademos, Inc., with no value was nonetheless entirely fair. This decision...more
Below is our Corporate / M&A decisions update covering decisions in the third quarter of 2024. Decisions from the Delaware Court of Chancery this quarter included an analysis of the assignment for the benefit of creditors...more
In a recent opinion in an assignment for the benefit of creditors (ABC) proceeding, the Delaware Court of Chancery provided an illustrative account of the assignee’s failures to comply with the relevant statutory scheme, and...more
2023 was a busy year, with both the Delaware courts and others, including the U.S. Supreme Court, weighing in on shareholder and M&A litigation issues. The Delaware Court of Chancery issued several notable decisions on issues...more
This quarter, Delaware courts issued several notable opinions in unique contexts. For example, in a rare reversal, the Delaware Supreme Court rejected the Court of Chancery’s use of “judicial notice” of another court’s ruling...more
In Texas Pacific Land Corporation v. Horizon Kinetics LLC, the Delaware Court of Chancery ruled in a post-trial opinion that investors violated a stockholders agreement by failing to vote in favor of a board proposal to...more
The Delaware courts issued a range of decisions this quarter, addressing topics from mootness fees to demand futility. Two key opinions addressed compliance with Delaware statute and court orders. In Seidman, the court...more
In Lawrence B. Seidman v. Blue Foundry Bancorp, the Delaware Court of Chancery awarded US$223,651.60 in attorneys’ fees and expenses to a plaintiff stockholder because of the defendant’s “glaringly egregious litigation...more
Hogan Lovells partners Courtney Devon Taylor and Christopher Pickens, from our Philadelphia and Northern Virginia offices respectively, discuss core M&A and corporate governance doctrines – and how they will continue to...more
Through Aerospace & Defense Insights, we share with you the top legal and political issues affecting the aerospace and defense (A&D) industry. Our A&D industry team monitors the latest developments to help our clients stay in...more
As explained in greater detail in a prior alert, Virginia has enacted a number of new employment laws that increase employee rights and protections. Most of these new laws took effect on July 1, 2020....more
7/27/2020
/ Anti-Discrimination Policies ,
Arbitration ,
Civil Rights Act ,
Employee Rights ,
Employer Liability Issues ,
Employment Discrimination ,
Employment Litigation ,
Labor Disputes ,
State and Local Government ,
State Labor Laws ,
Title VII
This update is designed to highlight selected important M&A, corporate, and commercial court decisions. Below is an update to a decision that we have been following....more
On March 27, the Supreme Court issued its much-anticipated decision addressing whether someone who is not the "maker" of a misstatement can nonetheless be primarily liable for fraud under the federal securities laws, when the...more
4/12/2019
/ Appeals ,
Enforcement Actions ,
False Statements ,
Fines ,
Intent to Defraud ,
Investment Banks ,
Lorenzo v SEC ,
Material Dissemination ,
Misleading Statements ,
Reaffirmation ,
Rule 10b-5 ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Suspensions
Foreign Corrupt Practices Act ("FCPA") -
For energy, mining, and resources companies, the cost of corruption—and getting caught—is real. Less than two months ago, Odebrecht S.A. was ordered by a U.S. federal judge to pay a...more
6/8/2017
/ Arbitration ,
Bribery ,
Compliance ,
Corruption ,
Energy Sector ,
Foreign Corrupt Practices Act (FCPA) ,
Government Investigations ,
Mining ,
Resource Extraction ,
Risk Assessment ,
White Collar Crimes