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How will the Trump administration impact M&A?

M&A practitioners anticipate a ‘Trump bump’ - The scale of Donald Trump’s victory in the presidential election – and the fact the Republicans now have full control of Congress – has been greeted with optimism by U.S....more

Delaware Court of Chancery finds that stockholder ratification following adverse judgment does not absolve findings of breach of...

Subsequent to the post-trial opinion by Chancellor McCormick in January 2024, Tesla appointed a new independent director to serve on a newly created independent committee, which issued a report recommending that stockholders...more

2023 Proxy Season Quick Reference Guide

The 2023 proxy season is just around the corner. This quick reference guide, which is intended to supplement Shearman & Sterling’s 20th Annual Corporate Governance & Executive Compensation Survey, summarizes themes from the...more

M&A Watch: 'Ordinary Course of Business’ During Not-So-Ordinary Times

On December 8, 2021, the Delaware Supreme Court upheld the Delaware Court of Chancery’s decision that Mirae Asset Financial Group (“Mirae”) was excused from closing a $5.8 billion acquisition of luxury hotels because the...more

M&A Watch: Back to the Future: ‘Mission Critical’ Board Oversight

On September 7, 2021, a Delaware court largely denied The Boeing Company’s (“Boeing”) motion to dismiss a stockholder derivative suit against Boeing directors in connection with two crashes of Boeing’s 737 MAX airplane in...more

M&A Watch: How Do You Get a Big “MAC” in Delaware

In a recent high-profile decision, the Delaware Court of Chancery excused a buyer from its obligation to purchase a public company target on the basis that, among other things, the target company had suffered a material...more

SEC Proposes Universal Proxy Cards in Contested Elections

On October 26, 2016, the SEC proposed amendments to the proxy rules that would require the use of universal proxies in all non-exempt solicitations in contested elections of directors. The focus of the SEC proposal is to...more

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