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Guess? Sued To Stop Founders' Alleged Pending Equity Grab

Law 360 M&A

A pension fund stockholder of Guess? has sued the company, its founders, and its board in Delaware's Court of Chancery, alleging "a covert attempt to strip the company's public stockholders of their contractual right to equal treatment" in connection with a merger or sale of Guess.

Equity 52
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SEC Enforcement Chief Speaks on Corporate Compliance

Reynolds Holding

2] Studies also show that only a small percentage of Americans have any significant level of confidence in banks, technology companies, or big business. [3] This hurts all those companies, professionals, and other market participants who are playing by the rules and doing the right thing. This decline in trust is bad for everyone.

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Potential Creditor Drags Corporation in Stalled Dissolution Proceeding into Receivership

Farrel Fritz

The dissolution of a company—and the winddown and liquidation that usually follow—often impacts a broad range of stakeholders beyond just the owners of the company, including creditors and potential creditors, who often are stuck awaiting the outcome of the dissolution process before they get paid. Bluth, In re Golan Floors, Inc.

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Davis Polk Discusses Delaware Chancery Decision Denying Corwin Cleansing for Defensive Measure

Reynolds Holding

The recent In re Edgio, Inc. Stockholders Litigation decision highlighted concerns when a public company involved in a business combination adopts defensive measures that would continue for a significant period of time post-closing. The court declined to apply Corwin cleansing despite a fully informed stockholder vote.

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SEC Chair Gensler Speaks on Crypto and the Securities Laws

Reynolds Holding

The Securities Act of 1933 was about companies raising money from the public. Investors could decide which risks to take; companies that issued securities to the public were required to provide full, fair, and truthful disclosures to the public. I’m going to guess that you had a client. How exactly were you hired? 3] Reves v.

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Is It the End of Entire Fairness as We Know It?

Reynolds Holding

Lynch Communication Systems, Inc., Synutra International, Inc. Dell, Inc. Aruba Networks, Inc.). In In re Solera Holdings, Inc. Fresh Market, Inc. 272, 1993, opinion (Del. 5, 1994) when only one of the “protections” is used. Muirfield Value Partners, LP, et al. and Verition Partners Master Fund, Ltd.,

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Commissioner Peirce Blasts SEC for Lack of Public Engagement

Reynolds Holding

3] SAB 121 directs public companies that safeguard crypto assets for clients to put a liability and corresponding asset on their balance sheet and adjust them as the value of the asset changes. The Commission, for example, has left commenters guessing about the problems motivating the safeguarding rule and the predictive data analytics rule.