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. Stockholders Litigation (Del.

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.

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

Department of Justice (DOJ) FASB issues final ASU requiring enhanced disclosure of segment expenses Posted by Cydney Posner, Cooley LLP, on Wednesday, December 27, 2023 Tags: Accounting standards , ASU , CODM , Disclosure , FASB , public entity , Topic 280 Chancery Court Upholds Identity-Based Voting Within Single Class of Stock Posted by Marina C.

Compliance 100

Compliance 100

Harvard Corporate Governance

AUGUST 5, 2022

Lucas , and is part of the Delaware law series ; links to other posts in the series are available here. 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.

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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. She also discussed advance notice bylaws.

Marketability 59

Marketability Start-ups Equity Corporate Finance 59

Reynolds Holding

OCTOBER 5, 2022

What To Watch For In The Supreme Court. Although it has been a relatively quiet first half of 2022 for securities litigators in the Supreme Court, one decision has a potential impact on rulemaking and several other decisions could be on the horizon. On November 7, 2022, the Supreme Court will hear argument in SEC v. & Exch.

Start-ups 72

Start-ups Marketability Equity Compliance 72

Reynolds Holding

MAY 9, 2023

3] Delaware courts have recognized that these conflicting interests can result in stockholder nominees or activist appointees on boards becoming “dual fiduciaries” with split loyalties. [4] 4] Disclosing the existence and extent of any such split loyalties will be critical to voting stockholders.

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.

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Reynolds Holding

FEBRUARY 1, 2023

Parties evaluating cross-border deals will fare better if they are well-prepared for the cultural, political, regulatory and technical complexity inherent in cross-border deals by engaging early and proactively with advisors on these topics.

Finance 45

Finance Equity Technology Banking 45

Reynolds Holding

DECEMBER 5, 2022

Two Delaware decisions in the past year have addressed board oversight duties under Caremark with respect to cybersecurity risks. In addition, activists continue to leverage ESG topics as wedge issues to rally the support of institutional investors around economic and governance theses ( g. Engine No.

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. Caselaw “Greatest Hits” 1999: Judicial Dissolution à la BCL. 3d 100, 855 N.Y.S.2d

Fair Market Value 59

Fair Market Value Appraisal Marketability 59