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District Court Judge Rejects M&A Mootness Fee Settlement As A "Racket" That "Must End"
Following Delaware's lead in Trulia, an Illinois District Court judge refused to approve a mootness fee settlement as "worthless to the shareholders."
United States
5 Jul 2019
Chancery Court Finds Merger Agreement's "No Use" Provision Preserves Seller's Privilege
In Shareholder Representative Services LLC v. RSI Holdco, LLC, C.A. No. 2018-0517-KSJM (Del. Ch. May 29, 2019), the Delaware Court of Chancery held that a merger agreement provision assigning pre-merger privilege ...
United States
14 Jun 2019
Fiduciary Duties With Respect To Trade Secrets For Dual Or Multiple Directors
As a special feature of our blog—guest postings by experts, clients, and other professionals—please enjoy this blog entry from Donal O'Connell, Managing Director of Chawton Innovation Services Ltd.
United States
17 Dec 2018
Corporate Tax 2018
The United States is currently in the middle of the most hyper-partisan political atmosphere in generations.
United States
21 Aug 2018
Department Of Labor Has More To Say About ESG And Shareholder Rights
On April 23, 2018, the Department of Labor ("DOL") issued Field Assistance Bulletin No. 2018-01 ("FAB"), which clarifies Interpretive Bulletin 2015-01 (relating to a benefit plan selecting investments...
United States
30 Apr 2018
Delaware Supreme Court Elaborates Upon When A Shareholder Vote Is Fully Informed
The Delaware Supreme Court recently held that a shareholder vote on a tender offer was not fully informed where the company did not disclose why its founder, chairman and largest stockholder...
United States
21 Mar 2018
Be The Next Paul Newman - Give 100% Of Your Business To Your Private Foundation, Newman's Own Style
The "Bipartisan Budget Act of 2018" added the "Newman's Own" exception to the private foundation excess business holdings rule, allowing business owners to make a charitable contribution of 100% ...
United States
21 Feb 2018
New York Court Reverses Rejection Of M&A Disclosure-Only Settlement Signaling Split From Delaware
On February 2, 2017, the Appellate Division for the First Department in New York entered an order approving a "disclosure-only" settlement.
United States
10 Mar 2017
Delaware Chancery Court Throws Out Claims Over $10 Million Severance Payment To CEO
A Delaware Chancery Court judge last week dismissed a derivative complaint seeking to recover a $10 million severance payment made to a corporation's former CEO because he found that plaintiff shareholder failed...
United States
2 Feb 2017
Recent Developments In The Chinese Regulatory Regime Governing E-Commerce
The Chinese regulatory regime governing e-commerce has been constantly evolving as domestic and cross-border e-commerce continues its rapid growth.
United States
16 Nov 2016
District Court Reinstates Fraudulent Conveyance Claims Against Lyondell
Decision clarifies standards for imputation and actual intent; could result in clawback of over $6B to pre-LBO shareholders.
United States
11 Aug 2016
UK Companies To Keep Mandatory Register Of ‘Persons With Significant Control'
From 6 April 2016, UK companies must identify and maintain a public register of persons with significant control.
31 Mar 2016
Securities And Corporate Governance Litigation Quarterly - November 2015
Welcome to the fifth issue of Securities and Corporate Governance Litigation Quarterly, Seyfarth's quarterly publication of the Securities & Financial Litigation Group...
United States
17 Nov 2015
Securities And Corporate Governance Litigation Quarterly
The Delaware Supreme Court recently addressed issues of "good faith" in an earn-out provision in Lazard Technology Partners, LLC v Qinetiq North America Operations LLC.
United States
30 Jul 2015
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