Cooley M&A

JULY 20, 2023

The mergers & acquisitions market may wax and wane, but one thing in M&A is consistent from year to year: The Delaware courts issue opinions that impact M&A dealmaking. And this year is certainly no exception – Delaware courts continue to have plenty to say about M&A. The short answer: no.

Equity 52

Equity Marketability 52

Appraisal Rights

APRIL 23, 2019

While the book covers a number of topics in recent corporate law, including challenges to Delaware primacy, activism, and disclosure-only settlements with respect to mergers, it also covers the oft-changing world of appraisal via Professor Subramanian’s article.

Appraisal 40

Appraisal Marketability 40

Farrel Fritz

MARCH 6, 2023

This being a blog about disputes between business co-owners, I approach the topic not from the standpoint of tax compliance but, rather, to address how de facto dividends can surface in business divorce litigation as fodder for allegations of oppressive conduct by majority shareholders against minority shareholders. De facto dividend.

Dividends 52

Dividends Compliance Finance 52

Appraisal Rights

JANUARY 27, 2020

In reviewing current “hot topics” in M&A, law firm Sullivan and Cromwell writes this about the current state of appraisal, given the continued developments from multiple major appraisal cases in the past couple years: “Post-Aruba Appraisal Landscape: Following the Delaware Supreme Court’s decision in Verition Partners Master Fund Ltd.

Appraisal 40

Appraisal Marketability 40

Harvard Corporate Governance

DECEMBER 29, 2023

Posted by the Harvard Law School Forum on Corporate Governance, on Friday, December 29, 2023 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of December 22-28, 2023 CEO Succession and The Walt Disney Company Posted by David F.

Compliance 100

Compliance 100

Harvard Corporate Governance

AUGUST 5, 2022

The Delaware Court of Chancery held, at the pleading stage of litigation, that certain directors and officers of Bioverative may have breached their fiduciary duties in connection with the sale process. The court reserved judgment for a future decision on the claim that D’s Fund aided and abetted D’s alleged fiduciary breach.

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Reynolds Holding

DECEMBER 14, 2022

Top practitioners, judges, regulators, and scholars gathered at Columbia Law School on December 2 to offer their unique perspectives and cutting-edge insights on a variety of topics related to M&A and corporate governance. Will of the Delaware Court of Chancery; Gabrielle E. The panel was moderated by Professor Jeffrey N.

Marketability 59

Marketability Start-ups Equity Corporate Finance 59

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

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

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

Law 360 M&A

MARCH 11, 2024

Delaware's Court of Chancery became a hot topic in New Orleans last week as litigators and judges at an annual convention acknowledged the First State's corporate law preeminence is under scrutiny. Back home, the court moved ahead on disputes involving Meta Platforms, Abercrombie & Fitch and Donald Trump.

98

98

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

Reynolds Holding

DECEMBER 5, 2022

While the world recovers from the worst of the pandemic, the economic, political and social repercussions will continue to play out in ways that, while unpredictable, are in some respects characterized by observable patterns of cause-and-effect and cyclicality.

Technology 66

Technology Banking Compliance Finance 66

Reynolds Holding

MARCH 30, 2023

The recent controversy involving public speech at Stanford Law School suggests an appropriate, and pressing, topic to be addressed by the corporate social voice. Circuit Court of Appeals for the Fifth Circuit was invited by the student chapter of the Federalist Society to make an on-campus presentation on March 9. Judge Stuart K.

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Farrel Fritz

NOVEMBER 13, 2023

I recently had the privilege of speaking to an audience of judges of the New York Supreme Court Commercial Division at Fordham Law School’s Eileen Bransten Institute on Complex Commercial Litigation. Naturally, the topic was business divorce litigation.

Fair Market Value 59

Fair Market Value Appraisal Marketability 59