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Market Power, Not Consumer Welfare: A Return to the Foundations of Merger Law

Harvard Corporate Governance

Section 7 of the Clayton Act prohibits mergers and acquisitions where “the effect may be substantially to lessen competition, or to tend to create a monopoly.” The “competition” test of section 7 envisions an ideal of markets in which multiple firms compete for the business of trading partners. This post is based on his recent paper.

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The Magnolia State Wins the Prize for Novel Alternative Remedies in LLC Dissolution Cases

Farrel Fritz

When a member of a New York LLC brings an action for judicial dissolution, as far as the dissolution statute, Section 702 , is concerned, the outcome presents the court with a binary choice: dissolve or don’t dissolve. In their defense, there’s nothing in Article 7 of New York’s LLC Law that expressly authorizes the courts to do so.

Banking 59
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The Proposed 2024 Amendments to the Delaware General Corporation Law

Reynolds Holding

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. Activision Blizzard, Inc.

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Court Terminates Automatic Stay to Allow Foreclosure of Single Asset Real Estate

ABI

John's University School of Law American Bankruptcy Institute Law Review Staff Under section 362 of title 11 of the United States Code (the “Bankruptcy Code”), the filing of a bankruptcy petition results in an automatic stay that generally enjoins any creditor from taking any action against a debtor or its property. [1] Zachary Rozycki St.

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Review of Comments on SEC Climate Rulemaking

Harvard Corporate Governance

The challenge for the SEC will be to fashion a final proposal that strikes the right balance between the supporters and the objectors. Impact Investing Alliance , expressed a preference that disclosure of Scope 3 emissions should be done on the same basis as proposed for Scope 1 and 2 emissions (i.e. removing the materiality threshold).

Banking 196
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Principles of Fiduciary Deference: The Business Judgment Rule and Exculpatory Clauses

Farrel Fritz

ALP’s exculpatory clause was an almost verbatim copy of the language of Section 402 (b) (1) of the Business Corporation Law , and a twin of the exculpatory clause in an LLC’s operating agreement in John v Varughese , 194 AD2d 799 [2d Dept 2021] , a case about which we recently wrote.

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How to Value a Jewelry Store

Peak Business Valuation

Changing Fashion Trends: It is vital for jewelry stores to keep up with trending jewelry and accessories. In the following sections, we describe how to use each. Competition: Jewelry stores face extreme competition from both internal and external players. To succeed, it is vital to find ways to differentiate your jewelry store.