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Mergers Corporate Governance

White & Case LLP

2024 Summer review – M&A legal and market developments

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We set out below a number of interesting English court decisions and market developments which have taken place and their impact on M&A transactions. Our Summer review looks at these developments and gives practical guidance...more

Morris James LLP

Minority Stockholder Was Not a Controller Because Plaintiff Did Not Adequately Plead Actual Control of the Company’s Business...

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It is axiomatic that directors and officers of a Delaware corporation owe fiduciary duties to stockholders (and the company). Controlling stockholders also owe fiduciary duties. A stockholder is deemed a controller either...more

Opportune LLP

M&A Transactions Integration: A Step-by-Step Guide

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Imagine a world where M&A transactions seamlessly integrate, unlocking the full potential of the merged entity. This is achievable through a structured approach that optimizes synergies and ensures a smooth transition. By...more

A&O Shearman

Proposed dual consolidated loss regulations would disallow U.S. tax use of foreign losses viewed as reducing Pillar Two tax...

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On August 6, 2024, the U.S. Treasury Department (“Treasury”) issued proposed regulations under section 1503 (the “Proposed Regulations”) that address the interaction between the dual consolidated loss (“DCL”) rules and the...more

Fenwick & West LLP

Seattle Tech Week Takeaways: How to Set the Stage for Your Big Exit

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After a touch-and-go few years, the environment for exits like IPOs and mergers is beginning to show signs of life. And with new green shoots forming, there’s no better time for up-and-coming companies to ensure they're...more

Dorsey & Whitney LLP

2024 Delaware Entity Statutory Amendments

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On August 1, 2024, the 2024 amendments to Delaware’s entity statutes went into effect. These include amendments to the Delaware General Corporation Law (the “DGCL”), the Delaware Limited Liability Company Act (the “LLC Act”),...more

Conyers

Bermuda Public Companies Update, Summer 2024

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This edition of the Bermuda Public Companies Update summarises significant transactions involving Bermuda companies listed on the New York Stock Exchange (NYSE) and Nasdaq in the first half of 2024. Global Market Update -...more

Kramer Levin Naftalis & Frankel LLP

Delaware Governor Signs Into Law Amendments to Delaware’s General Corporation Law

On July 17, 2024, Delaware Governor John Carney signed into law amendments to the Delaware General Corporation Law (DGCL) from Senate Bill 313 that had sparked considerable controversy within the corporate law and governance...more

Morris James LLP

2024 Amendments to the General Corporation Law of the State of Delaware Go into Effect

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The latest amendments (the “Amendments”) to the Delaware General Corporation Law (the “DGCL”) went into effect today, August 1, 2024, to address, among other things, (i) stockholder agreements related to corporate governance;...more

Society of Corporate Compliance and Ethics...

All together now: Post-acquisition compliance program integration

The due diligence process is a critical element in a merger and acquisition transaction. Most companies clearly define the steps and rarely skip them. However, the participants in the process vary widely, and ethics and...more

Morris James LLP

2024 Delaware General Corporation Law Amendments

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As part of the annual process of reviewing and updating the Delaware General Corporation Law (“DGCL”), Delaware’s state legislature recently approved 2024 amendments. In summary, these include the following changes... ...more

Sheppard Mullin Richter & Hampton LLP

M&A Transactions: Diligencing AI Issues with Target Companies

Is your M&A target a company that develops or uses artificial intelligence (“AI”) tools? AI, and generative AI technologies specifically, are powerful business tools but present novel legal issues in the context of M&A...more

Skadden, Arps, Slate, Meagher & Flom LLP

New UK Listing Rules Come Into Force

On 29 July 2024, the new UK Listing Rules came into force. The new rules institute a simpler, more flexible, disclosure-based listing regime and are designed to place London on a competitive footing with other major...more

Vinson & Elkins LLP

Antitrust and AI Issues Continue to Mold Corporate Landscape

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Antitrust issues have cut deeply into the corporate landscape, and this year is shaping up for more of the same. Generative artificial intelligence, merger enforcement, and trial risks stand out as three of the most important...more

Saul Ewing LLP

2024 Amendments to the Delaware General Corporation Law and Alternative Entity Statutes

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On July 17, 2024, Delaware Governor John Carney signed into law the 2024 amendments to the General Corporation Law of the State of Delaware (the “DGCL”), the Delaware Limited Liability Company Act (the “LLC Act”), the...more

Dechert LLP

Delaware Governor Signs Controversial “Market-Practice” Amendments to General Corporation Law

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Amendments were adopted to restore market practices impacted by three recent Court of Chancery decisions. Amendments simplify the approval of a merger by a board of directors, thereby removing the potential for certain...more

The Volkov Law Group

NAVEX’s Report on the State of Compliance: Positive News with Serious Gaps Noted

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NAVEX delivers quality studies and important insights on ethics and compliance topics.  In its 2024 State of Risk & Compliance, NAVEX provides a comprehensive report on current trends and practices involving risk and...more

Nutter McClennen & Fish LLP

The Real Impact (Summer 2024)

Welcome to the inaugural edition of The Real Impact. In this edition, we discuss three strategic alternatives to consider for nonprofit integration and insights on the proposed regulations on donor advised funds. Guest author...more

A&O Shearman

Delaware Court Of Chancery Holds That Corwin Cleansing Applies To Claims Related To Reduction Of Acquisition Price

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On June 21, 2024, Vice Chancellor Nathan A. Cook of the Delaware Court of Chancery granted a motion to dismiss a putative stockholder class action asserting breach of fiduciary duty claims against the officers and directors...more

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Supreme Court Clarifies Standards Applicable To Advance Notice Bylaws

On July 11, 2024, the Supreme Court of Delaware, en banc, issued an important decision in Kellner v. AIM Immunotech Inc.,1 which arose from a challenge in the Delaware Court of Chancery involving advance notice bylaws that...more

Latham & Watkins LLP

Failure to Prevent Fraud: Corporates Face New Criminal Offence Amid Accountability Crackdown

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Enhanced SFO powers and promises of swifter action on economic crime underscore the importance of anti-fraud measures for corporates and M&A dealmakers. The UK government is cracking down on corporates turning a blind eye...more

Skadden, Arps, Slate, Meagher & Flom LLP

Insights – June 2024

Explore the unique considerations for mergers and acquisitions in the AI sector, the return of IPOs, the implications of new Supreme Court decisions and other developments in this edition of Skadden’s quarterly Insights....more

Skadden, Arps, Slate, Meagher & Flom LLP

Insights: The Delaware Edition - June 2024

In this issue, we discuss Delaware court developments, including the first-ever dismissal of a SPAC disclosure complaint, as well as rulings pertaining to financial advisor conflict and disclosure law, state laws involving...more

Skadden, Arps, Slate, Meagher & Flom LLP

Under Control: Recent Delaware Decisions on Controller Transactions, Standards of Review and Disclosure Obligations

The first half of 2024 has been a watershed moment for the development of controller law in the Delaware courts. Among the highlights, the Delaware Supreme Court reexamined and confirmed that transactions involving a...more

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

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