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MAEjor Ruling: Delaware Court of Chancery Finds Target Suffers Material Adverse Effect and Acquirer Could Back Out of Transaction

Cooley M&A

2018-0300-JTL (Del. In reaching these holdings, the court found that: the target’s business experienced a “dramatic, unexpected and company-specific downturn” shortly after signing due in part to “serious and pervasive data integrity problems” that adversely impacted the target’s regulatory compliance. Fresenius Kabi AG , C.A.

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Updating Annual Report Risk Factors

Harvard Corporate Governance

Impact of COVID-19 : As we enter the third year of the pandemic, it may still be too early to entirely eliminate COVID-19 specific risk factors, but companies may be able to significantly streamline their disclosures. ” (go back). ” (go back). ” (go back). ” (go back). ” (go back). ” (go back).

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Gibson Dunn Offers 2022 Mid-Year Securities Litigation Update

Reynolds Holding

Summary of Trend Cases—Core Federal Filings 2018 – June 2022. . 2044 (2018), held that the SEC’s ALJs are officers of the United States and that their appointments must comply with the Constitution’s Appointments Clause. 2. Failure To Disclose Specific Risks. B. Settlement Trends. SEC , 138 S. In Coster v.

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Gibson Dunn Offers 2022 Year-End Securities Litigation Update

Reynolds Holding

As in 2021 and 2020, the decline in the number of merger-objection cases filed (down to eight from the peak of 205 in 2017) drove the decrease in the total number of new federal class actions filed in 2022 (down to 205 from the peak of 431 in 2018). 38 million is also the highest average settlement value since 2016. Derivative Litig. ,