Since the start of 2018, state and, to a lesser extent, federal courts around the country, as well as state legislatures and Congress, have issued decisions or considered legislation having a substantial impact on corporate...more
5/23/2019
/ AOL ,
Appraisal ,
Books & Records ,
Bylaws ,
CBS ,
Commercial Contracts ,
Controlling Stockholders ,
Corporate Governance ,
Corporate Structures ,
DE Supreme Court ,
Fiduciary Duty ,
Financial Transactions ,
Forum Shopping ,
Material Adverse Effects ,
Merger Agreements ,
Regulatory Standards ,
Section 220 Request ,
Shareholder Votes ,
Tesla ,
Trulia ,
Verizon
In a decision as notable for its criticisms of the trial court judge as its contributions to Delaware appraisal jurisprudence, the Delaware Supreme Court in Verition Partners Master Fund Ltd. v. Aruba Networks, Inc. reversed...more
In a trio of recent appraisal decisions, Delaware courts declined to use the deal price as the best evidence of fair value, instead using discounted cash flow analyses (“DCF”) and the unaffected market price to determine fair...more
2016 saw many notable developments in corporate governance litigation and related regulatory developments. In this article, we discuss significant judicial and regulatory developments in the following areas:
Mergers...more
1/12/2017
/ Acquisitions ,
Activist Investors ,
Appeals ,
Appraisal ,
Audit Committee ,
Business Judgment Rule ,
Chipotle Grill ,
Conflicts of Interest ,
Corporate Governance ,
DE Supreme Court ,
Delaware General Corporation Law ,
Dell ,
Director Nominations ,
Disclosure Requirements ,
Disclosure-Based Settlements ,
Financial Adviser ,
Foreign Corporations ,
General Jurisdiction ,
Going-Private Transactions ,
Hertz ,
Indemnification ,
Jurisdiction ,
Limited Liability Company (LLC) ,
Mergers ,
Popular ,
Proxy Access ,
Securities and Exchange Commission (SEC) ,
Shareholder Activism ,
Shareholders ,
Sothebys ,
Special Committees ,
Squeeze-Out Mergers ,
Stocks ,
Trulia
On December 16, 2016, the Delaware Court of Chancery issued a post-trial opinion in an appraisal proceeding arising from the acquisition of Lender Processing Services, Inc. (“LPS” or the “Company”) by Fidelity National...more
12/21/2016
/ Acquisitions ,
Appraisal ,
Business Valuations ,
Fair Value Standard ,
Financial Adviser ,
Mergers ,
Securities ,
Selling a Business ,
Shareholder Litigation ,
Stock Prices ,
Technology Sector