Following a well-developed line of precedent, the Delaware Court of Chancery recently declined to grant equitable relief to a party seeking an injunction with respect to non-compete provisions because the requesting party had...more
While cryptocurrencies have captured the attention of many, the blockchain technology underlying these instruments has potentially far-reaching implications in many other fields. Consistent with its reputation as a...more
4/11/2018
/ Blockchain ,
Corporate Records ,
Cyber Attacks ,
Cybersecurity ,
Delaware General Corporation Law ,
Digital Currency ,
Digital Securities ,
Distributed Ledger Technology (DLT) ,
Governor Markell ,
Popular ,
Publicly-Traded Companies ,
Recordkeeping Requirements ,
State and Local Government ,
Token Sales ,
Transparency
The Federal Trade Commission (FTC) has recently re-emphasized the potential risks of antitrust violations stemming from the exchange of competitively sensitive information during pre-merger negotiations and due diligence....more
Since its adoption in 2013, parties have been using a two-step merger structure facilitated by §251(h) of Delaware’s General Corporation Law (the DGCL) as a means of avoiding the requirement of calling a special meeting of...more
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.
...more
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
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
The most recent Sun Capital decision is a troubling development for private equity fund sponsors and will likely require a “rethink” of fund structuring when private equity funds own portfolio companies with significant...more