Reynolds Holding

JANUARY 17, 2024

McCormick of the Court of Chancery addressed an issue of first impression in Crispo v. Accordingly, the court rejected the plaintiff’s fee petition, stating the claim was not “meritorious when filed because plaintiff either did not have third-party beneficiary status or his third-party beneficiary status had not yet vested.”

45

45

Reynolds Holding

DECEMBER 11, 2023

Striving to better, oft we mar what’s well — William Shakespeare, King Lear (1606) The Delaware Court of Chancery has, for more than a century, honed unparalleled expertise in a unique body of corporate law based on equity – and is thus adaptable enough to address injustice. Significantly, in Alan Kahn, et al.

Venture Capital Fund 64

Venture Capital Fund Equity Appraisal Marketability 64

Reynolds Holding

SEPTEMBER 27, 2022

In reaching that decision, the court found that plaintiffs failed to plead sufficiently particularized facts from which to infer bad faith on the part of directors to support their failure of oversight claim. On September 6, 2022, in Construction Industry Laborers Pension Fund on behalf of SolarWinds Corporation, et al. Background.

Compliance 45

Compliance Technology 45

Farrel Fritz

SEPTEMBER 12, 2022

Conflicts of laws problems arise when the entity is incorporated in one state (for example, Delaware), but the entity operated, the applicable contract was made, or the alleged tortious activity occurred, in another state (for example, New York). This circularity problem is called renvoi. The Matrimonial-Turned-Business-Divorce Dispute.

52

52

Reynolds Holding

APRIL 2, 2024

Legislation proposing to amend the General Corporation Law of the State of Delaware (the “DGCL”) has been approved by the Council of the Corporation Law Section of the Delaware State Bar Association and is expected to be introduced to the Delaware General Assembly for consideration during its 2024 regular session. Musk , 304 A.3d

Marketability 45

Marketability Compliance Finance Appraisal 45

Reynolds Holding

MARCH 27, 2023

The Supreme Court has also heard, or will hear, administrative law cases that will impact securities Several cases pending at the circuit court level may have wide-ranging effects on securities litigation as well. Rio Tinto provided much needed clarity for district courts within the Second Circuit.

Technology 59

Technology Start-ups Compliance Finance 59

Farrel Fritz

JANUARY 9, 2023

From time to time, we write about matrimonial disputes that spill over into the commercial courts, and vice versa. It’s not common at all, though, to see business dissolution proceedings play out in matrimonial court, which is why a recent decision from Manhattan Supreme Court Justice Kathleen Waterman-Marshall is so fascinating.

Banking 52

Banking Finance Marketability 52

Reynolds Holding

JUNE 21, 2023

While the federal antitrust laws apply to noncompete agreements, historically, these kinds of clauses have been assessed under a fact-specific reasonableness standard by the federal agencies and courts. If the commission moves forward with a ban of noncompetes, it will almost certainly face legal challenges.

Marketability 45

Marketability Compliance Equity 45

Reynolds Holding

OCTOBER 5, 2022

The number of securities lawsuits filed since January has remained steady compared to the first half of 2021. We have already seen many notable developments in securities law this year. SPAC and crypto-related filings continue to be a focus of plaintiffs’ attorneys, even as the nature of these suits continues to evolve. B. Settlement Trends.

Start-ups 72

Start-ups Marketability Equity Compliance 72

Cooley M&A

JANUARY 24, 2020

In the wake of record-setting volume and value metrics in 2018, practitioners eyed the 2019 deal market with healthy skepticism. Despite a slight downward tick in momentum and overall deal statistics, 2019 remained a robust, dynamic and competitive market with tech deals outpacing other sectors in both volume and critical features. In the U.S.,

Compliance 40

Compliance Technology Marketability 40

Cooley M&A

APRIL 7, 2017

1] While most disputes were not about contract interpretation issues regarding whether an event triggered the milestone or not, [2] one recent dispute in the Delaware Court of Chancery illustrates the potentially significant value at stake when these interpretation issues do occur. for a Hematologic Cancer Indication.”

Marketability 40

Marketability 40

Cooley M&A

FEBRUARY 8, 2018

What’s on tap for 2018 M&A? A recap of 2017 trends and the Cooley outlook on this year’s dealmaking: Buying Innovation: Retention and Non-Competes. For both old-line companies and tech giants, innovation is the name of the game. As a result, we are in a pocket of deal momentum strongly motivated by “buying” innovation.

Start-ups 52

Start-ups Appraisal Technology Marketability 52

Reynolds Holding

MAY 9, 2023

There is reason to believe the SEC’s new universal proxy Rule 14a-19 will result in more stockholder nominees being elected to the boards of public companies. First, the rule allows voting stockholders to make their own ad hoc choice of nominees from the slates proposed by management, on one hand, and by the nominating stockholder, on the other.

Dividends 45

Dividends Finance Equity Marketability 45

Reynolds Holding

FEBRUARY 1, 2023

2022 was a tale of two halves for M&A. The beginning of the year was active, as robust dealmaking carried over from the record-breaking levels of 2021 to drive approximately $2.2 trillion worth of global deals through the first half of the year, compared to approximately $2.7 The year ended with total deal volume of $3.6

Finance 45

Finance Equity Technology Banking 45

Cooley M&A

JANUARY 20, 2022

General trends in tech M&A. Hello, (virtual) world once again! Despite everyone’s efforts in 2021, including the rollout of vaccines and varying rounds of lockdowns and work-from-home mandates, a true “return to normal” for M&A dealmakers was foiled anew by COVID-19 and its variants. Tech M&A surged to a staggering $1.1 trillion(!)

Private Equity Firm 40

Private Equity Firm eCommerce Equity Marketability 40

Reynolds Holding

JUNE 16, 2022

[ Editor’s Note: This post is based on a comment letter submitted to the U.S. Securities and Exchange Commission on June 16, 2022. The full letter is availabl e here. Also, please see the Note at the end of this post. ]. Leading practitioners who advise companies on their disclosure obligations under SEC rules.

Corporate Finance 52

Corporate Finance Finance Compliance Marketability 52

Cooley M&A

JANUARY 20, 2022

Although the COVID-19 pandemic that defined 2020 continued to shape much of the life sciences industry in 2021, the way that it did was markedly different. 1] Major all-cash acquisitions have followed, such as Arena Pharmaceutical’s agreement to sell to Pfizer for $6.7 billion , Acceleron Pharma’s agreement to sell to Merck for $11.5

Marketability 40

Marketability Start-ups Equity Technology 40