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BREAKING: Dell Settles 2016 Stock Swap Suit For $1B In Chancery

Law 360 M&A

billion conversion of Dell stock in 2016. Dell Technologies founder Michael Dell and other controlling investors have agreed to settle for $1 billion in cash a more-than four-year-old Delaware Court of Chancery stockholder suit seeking damages in connection with a $23.9

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Top 5 SEC Enforcement Developments

Harvard Corporate Governance

As alleged, AT&T’s selective disclosures of MNPI prompted these analysts to significantly reduce their revenue estimates for Q1 2016, and AT&T ended up exceeding these projections by 0.1%. According to the complaint, AT&T’s conduct came on the heels of missed consensus revenue estimates in two of the previous three quarters.

Insiders

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Insider Trading in Connected Firms during Trading Bans

Harvard Corporate Governance

For instance, in 2016, two investment bankers were convicted of insider trading in the UK and sentenced to 3.5 For example, in the UK, there are trading bans so-called close periods in place during the 30 days before an earnings announcement. Insiders violating insider trading regulations can face severe consequences.

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Second Circuit (re)opens the door to offshore M&A litigation being filed in the U.S.

Harvard Corporate Governance

This is the latest in the long-running litigation concerning the 2016 going-private transaction of E-Commerce China Dangdang. The prevalence of mandatory forum selection clauses in depositary agreements means this decision is likely to have a significant impact. Background. Our prior summary of the case can be found here. more…).

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Superstar CEOs and Corporate Law

Harvard Corporate Governance

One lawsuit attacks Tesla’s 2016 acquisition of SolarCity—a public company in which Musk and his brother were the largest shareholders. Elon Musk is often described as a visionary, leading Tesla in its disruption of the car industry to become the world’s most valuable car manufacturer.

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Delaware Supreme Court Reaffirms Protection of Arm’s-Length Bargaining

Harvard Corporate Governance

Background In 2016, Columbia Pipeline Group, Inc. In doing so, the court built upon another recent decision and reaffirmed its commitment to protecting arm’s-length bargaining by requiring “actual knowledge” of wrongful conduct and substantial active assistance of such conduct to prove liability against an independent third-party buyer.

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Board Gatekeepers

Harvard Corporate Governance

In September of 2016, news broke that employees at Wells Fargo had been moving customers’ funds into newly created fake accounts—without customer consent—in order to boost their sales figures. For outsiders, the aftermath was shocking; regulators fined Wells Fargo $3 billion and Wells Fargo fired 5,300 employees.

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