Remove companies moelis-co
article thumbnail

Delaware Chancery’s Moelis II Decision Provides Cautionary Tale for Boards and Activists

Harvard Corporate Governance

Moelis & Co. , 23, 2024) (“ Moelis II ”), the Delaware Court of Chancery held that a number of provisions in a Stockholder Agreement between a company and its founder were facially invalid, as they unlawfully constrained the board’s discretion in violation of DGCL § 141(a). Moelis & Co. ,

111
111
article thumbnail

Weekly Roundup: March 22-28, 2024

Harvard Corporate Governance

Pritchard, University of Michigan, on Tuesday, March 26, 2024 Tags: COVID , COVID-19 , Form 10-K , Form 10-Q , PSLRA , Risk disclosure , SEC From Moelis to Miller: How to Settle with Activists Posted by Jim Woolery, Woolery & Co., Supreme Court The SEC’s Proposed Safeguarding Rule Will Cost Investors Posted by R.J.

Insiders

Sign Up for our Newsletter

This site is protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply.

article thumbnail

Blackstone Completes Acquisition of Rover

Benzinga

Rover" or the "Company"), the world's largest online marketplace for pet care, today announced the completion of its acquisition by private equity funds affiliated with Blackstone ("Blackstone") in an all-cash transaction valued at approximately $2.3 Advisors Goldman Sachs & Co. SEATTLE, Feb.

Equity 40
article thumbnail

The Proposed 2024 Amendments to the Delaware General Corporation Law

Reynolds Holding

Moelis & Co. , — A.3d Section 122: Agreements with Stockholders and Beneficial Owners The amendments to Section 122 are being proposed in response to the opinion of the Delaware Court of Chancery in Moelis. 3d —, 2024 WL 747180 (Del. New Section 261(a)(1) is being added in light of Crispo v. Musk , 304 A.3d 3d 567 (Del.

article thumbnail

Skadden Discusses Proposed DGCL Amendments’ Impact on Stockholder Agreements, M&A Practices

Reynolds Holding

Moelis & Co. The Moelis decision has prompted significant debate among practitioners about the validity of the myriad of existing agreements granting similar rights to stockholders, and could result in a wave of litigation challenging such arrangements. 2024 WL 747180 (Del.

article thumbnail

Paratek Pharmaceuticals to be Acquired by Gurnet Point Capital and Novo Holdings

Benzinga

Under the terms of the merger agreement, Gurnet Point, a leading healthcare investment firm, and Novo Holdings, a holding and investment company responsible for managing the assets and wealth of the Novo Nordisk Foundation, will acquire all outstanding shares of Paratek for $2.15 per Share and a Contingent Value Right of $0.85

article thumbnail

Allied Gold Corp Limited, Allied Merger Corporation and Mondavi Ventures Ltd. Announce Binding Letter of Intent for Business Combination and Financing for Minimum Proceeds of US$300,000,000

Benzinga

In addition, if requested by Allied and AMC, Mondavi will continue the company from British Columbia to Ontario, adopt new by-laws and other corporate policies, increase the size of and reconstitute the board of directors and adopt new security-based compensation arrangements.

Finance 40