On December 29, 2017, the Delaware Court of Chancery declined to extend the ruling in Corwin by finding that the approval of a merger by a vote of the disinterested stockholders does not act as an impediment to a properly...more
MoneyGram International Inc. and Ant Financial Services Group recently announced the termination of their agreement providing for the acquisition of Texas-based money transfer company MoneyGram by China-based Ant Financial...more
1/4/2018
/ Acquisition Agreements ,
CFIUS ,
China ,
Corporate Counsel ,
Cross-Border Transactions ,
Foreign Acquisitions ,
Foreign Investment ,
Money Transfer ,
Moneygram ,
National Security ,
Obama Administration ,
Popular ,
Proposed Legislation ,
Semiconductors ,
Trump Administration
The Delaware Court of Chancery recently reaffirmed its approach to Material Adverse Effect jurisprudence in the context of a commercial arrangement.
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As we have previously reported, the Delaware Chancery Court recently dismissed the stockholder class action suit In re Columbia Pipeline Group, Inc. Stockholder Litigation, C.A. No. 12152-VCL (Del. Ch. Mar. 7, 2017),...more
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
Companies confer title of “Vice President” on a wide range of employees, from senior executives, in some cases, to line-level personnel, in others. While distinguishing someone functioning as a senior executive from someone...more
On June 23rd, the UK electorate voted to leave the European Union in an advisory referendum. We expect the UK Government to commence negotiations to withdraw and to establish a framework for the UK’s new relationship with the...more
7/15/2016
/ Attorney-Client Privilege ,
Commercial Contracts ,
Corporate Counsel ,
Corporate Governance ,
EFTA ,
English Common Law ,
EU ,
European Economic Area (EEA) ,
Member State ,
UK ,
UK Brexit
On June 23, 2016, the UK electorate voted to leave the European Union in an advisory Referendum. We expect the UK Government to commence negotiations to withdraw and to establish a framework for the UK’s new relationship with...more
Activist investor ValueAct Capital agreed to pay an $11 million fine and also agreed to injunctive relief to settle the DOJ’s allegations that it violated the HSR Act in connection with its acquisition of over $2.5 billion of...more
Vice Chancellor Laster of the Delaware Chancery Court recently issued an important opinion in In Re: Appraisal of Dell Inc.C.A. No. 9322-VCL (May 31, 2016), holding that merger consideration offered to Dell, Inc’s common...more
On May 5, 2016, the New York Court of Appeals ruled that courts should apply the business judgment rule in shareholder lawsuits challenging going-private mergers, as long as shareholders were adequately protected—a decision...more
In filing a complaint and seeking $19 million of damages against ValueAct for failing to file a premerger notification and observe the statutory waiting period pursuant to the HSR Act in connection with its 2014 purchase of...more
On November 30, 2015, the Delaware Supreme Court affirmed post-trial decisions by the Delaware Court of Chancery (i) holding RBC Capital Markets, LLC liable to Rural/Metro Corp. shareholders for nearly $76 million based upon...more