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Corporate Governance Sellers

Skadden, Arps, Slate, Meagher & Flom LLP

Recent Updates in Delaware Disclosure Law

The Delaware Supreme Court recently issued two opinions weighing in on the scope of disclosures involving board advisors in connection with M&A transactions that warrant close attention. In both rulings — each written en banc...more

A&O Shearman

Market Check: Lessons from The Activision-Microsoft Merger

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On February 29, 2024, the Delaware Court of Chancery issued an opinion on Sjunde AP-Fonden v. Activision Blizzard1 (“Opinion”) that called into question established market practices for mergers, including (i) the process for...more

Jenner & Block

Jenner & Block Japan Newsletter - January 2024

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Welcome to the January 2024 edition of the Jenner & Block Japan Newsletter, a publication containing updates about legal developments in the United States that may be noteworthy to our clients and other leaders in the...more

Skadden, Arps, Slate, Meagher & Flom LLP

The Informed Board - Summer 2023

Short sellers make their money by publishing information that attacks a company in order to drive down its share price. How can a company prepare? And what should it not do in the face of a short attack? We offer some tips in...more

Foley & Lardner LLP

Cultural Alignment in Mergers and Acquisitions: The Key to Successful Integration

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The iconic management theorist Peter Drucker made famous the notion that “culture eats strategy for breakfast.” In other words, the culture of your company is correlated more closely to your company’s ultimate value and...more

Sheppard Mullin Richter & Hampton LLP

What You Need to Know about Acqui-Hires

The term “Acqui-hire” is commonly used to describe an M&A transaction where the buyer is predominantly interested in acquiring key employees of the target and not specifically the underlying business and/or assets. This type...more

BakerHostetler

Seller's Directors Beware: You May Be Liable When the Buyer's Leveraged Buyout Goes Bad

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For the past two decades, courts have afforded directors and officers considerable protection for a good-faith decision to proceed with a highly leveraged sale that ultimately led to bankruptcy or liquidation. Courts are...more

Wilson Sonsini Goodrich & Rosati

Delaware Court of Chancery Declines to Find a Material Adverse Effect and Orders Specific Performance of a Merger

On December 18, 2019, the Delaware Court of Chancery issued a 119-page post-trial memorandum opinion 1) rejecting a buyer's argument that the target company had breached representations and warranties in the parties' merger...more

Allen Matkins

Domicile And The CSL

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The qualification requirement of the California Corporate Securities Law of 1968 applies to offers and sales of securities in this state. Cal. Corp. Code § 25110. An offer or sale is made "in this state" if any one or more of...more

Dechert LLP

Global Private Equity Newsletter - Spring 2017 Edition: Bridging the Consideration Gap

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As recently as March 15, 2017 (Financial Times), KPMG explained that total market capacity for M&A will increase by 17% in 2017 as companies continue to pay down debt and bolster cash reserves. As a result, sell-side...more

Seyfarth Shaw LLP

Securities and Corporate Governance Litigation Quarterly

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Welcome to the fourth issue of Securities and Corporate Governance Litigation Quarterly, Seyfarth’s quarterly publication of the Securities & Financial Litigation Group focusing on decisions or other items of interest for...more

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