Harvard Corporate Governance

FEBRUARY 27, 2024

Jeb Bush and Joe Lonsdale have it exactly backwards when they complain that Tornetta v. Bebchuk, Martijn Cremers, and Urs Peyer. In an op-ed in the Wall Street Journal on February 22 , Gov. Musk “imperil[s] the rule of law.” Bush and Lonsdale misrepresent the case as “arbitrary enforcement” in violation of “equality before the law.”

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Harvard Corporate Governance

NOVEMBER 1, 2022

In a letter opinion issued in connection with discovery matters in Twitter v. Erica Jaffe and is part of the Delaware law series ; links to other posts in the series are available here. Musk (Sept. non-Twitter-affiliated) companies about the deal and his intention to terminate it.

Technology 244

Technology 244

Harvard Corporate Governance

FEBRUARY 1, 2024

On December 28, 2023, Vice Chancellor Will of the Delaware Court of Chancery rendered an important decision in Kellner v. This post is based on their Olshan memorandum and is part of the Delaware law series ; links to other posts in the series are available here. AIM ImmunoTech, Inc.

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124

Harvard Corporate Governance

JULY 11, 2023

Posted by Leeor Ofer (Harvard Law School), on Tuesday, July 11, 2023 Editor's Note: This post provides the text of the complaint filed July 5, 2023, by X Corp. against Wachtell, Lipton, Rosen & Katz. Plaintiff X Corp.,

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Harvard Corporate Governance

AUGUST 3, 2022

Supreme Court’s 6-3 decision in West Virginia v. Strine, Jr. EPA may call into question whether the U.S. Securities and Exchange Commission (“SEC”) has the legal authority to adopt and enforce its proposed climate-related disclosure rule.

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Law 360 M&A

JUNE 24, 2022

Supreme Court on Friday upheld a Mississippi abortion ban and overturned the constitutional abortion right established nearly 50 years ago in Roe v. Wade, setting the stage for a widespread rollback of abortion rights in many statehouses around the country.

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Reynolds Holding

JULY 17, 2023

On July 13, Judge Analisa Torres handed down a long-awaited decision in SEC v. Crypto enthusiasts immediately began celebrating the opinion as holding that XRP, the Ripple token, was not a security. Others welcomed the finding that certain XRP sales violated the securities laws but lamented that other sales were exempted. Howey Co. ,

Finance 98

Finance Marketability 98

Appraisers Blog

JULY 28, 2023

Doug V After reading all these blogs, and agreeing with you all I think “do we do it their way or USPAP’s way” Isn’t their way Misleading by Omission?

Appraisal 73

Appraisal 73

ABI

JANUARY 28, 2024

John’s University School of Law American Bankruptcy Institute Law Review Staff One of the requirements a debtor must meet in order to be eligible for Subchapter V of Chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) is that it must be "engaged in commercial or business activities." [1] Tyler Manger St.

Equity 40

Equity 40

The Guardian M&A

OCTOBER 6, 2022

The Delaware trial that the social media firm brought is still due to proceed despite Musk’s latest U-turn The judge presiding over the Twitter v Elon Musk trial in Delaware says the case will go ahead on 17 October because neither side has asked for a postponement yet.

Technology 97

Technology 97

Law 360 M&A

OCTOBER 24, 2022

Recent discovery disputes in the Twitter v. Musk litigation offer helpful guidance for executives and companies seeking to minimize the risks of potential privilege waivers, which can be particularly significant in the transactional context, say attorneys at Sullivan & Cromwell.

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Reynolds Holding

APRIL 25, 2022

Ten years ago, Stout published her book, The Shareholder Value Myth , [1] which built on her earlier article, Why We Should Stop Teaching Dodge v. Stout, Why We Should Stop Teaching Dodge v. 9] Dodge v. 12] South Carolina v. 14] Thompson v. 15] Wojcik v. 17] Dodge v. ENDNOTES. [1] Ford, 3 Va.

Dividends 119

Dividends Banking Marketability 119

Reynolds Holding

JULY 27, 2022

Citing the Delaware Supreme Court’s decision in Osborn v. See Gildor v. The chancellor assigns the judge who hears the case in Delaware’s Chancery Court, and she picked herself. Second and far more important, she awarded the remedy of specific performance in a basically similar merger case in 2021. In that case, Snow Phipps Grp.

Equity 122

Equity Marketability Technology 122

Harvard Corporate Governance

AUGUST 10, 2022

Posted by Anna Restuccia (Harvard Law School), on Wednesday, August 10, 2022 Editor's Note: This post provides the text of the response filed August 4, 2022, by Twitter, Inc. to Elon Musk’s counterclaim (discussed on the Forum here ). This post is part of the Delaware law series ; links to other posts in the series are available here.

Marketability 165

Marketability 165

Law 360 M&A

MAY 16, 2024

Vinson & Elkins LLP is guiding Crescent Energy Co. on a new agreement to purchase Gibson Dunn & Crutcher LLP-led SilverBow Resources Inc. in a transaction valued at $2.1 billion, the Houston-based energy companies said Thursday.

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52

Harvard Corporate Governance

APRIL 8, 2024

Posted by Gregory V. Regner, Debevoise & Plimpton LLP, on Monday, April 8, 2024 Editor's Note: Gregory V. Gooding, Maeve O'Connor, and William D. Gooding , Maeve O’Connor , and William D. Regner are Partners at Debevoise & Plimpton LLP. This post is based on a Debevoise memorandum by Mr. Gooding, Ms.

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ABI

JANUARY 19, 2024

1] Before the trials concluded, Free Speech Systems filed for bankruptcy under Subchapter V of Chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the Southern District of Texas. [2] 2] A Subchapter V case differs from a traditional Chapter 11 case in several ways. billion in damages. [3] million.

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Reynolds Holding

NOVEMBER 29, 2023

But for a trial that never happened, Twitter v. It is based on his recent paper, “101 Lawyers: Attorney Admissions in Twitter v. Corporate law’s trial of the century was set to begin on October 17, 2022, in a small Wilmington, Delaware courtroom. Musk had it all. The world’s richest person. 6] Complaint at Exhibit 4, X Corp.

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52

Harvard Corporate Governance

JANUARY 20, 2024

Weinstein, Mr. Richter, Mr. Epstein, Matthew V. In Segway v. This post is based on a Fried Frank memorandum by Ms. Soran , Roy Tannenbaum , and Adam B. Cohen ; and is part of the Delaware law series ; lin ks to other posts in the series are available here. more…)

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230

Law 360 M&A

MAY 9, 2024

Vinson & Elkins LLP urged a Virginia bankruptcy court on Thursday to reject "outrageous claims" by the U.S. Trustee's Office that the law firm shouldn't be allowed to represent Enviva in the wood-pellet maker's Chapter 11 because the firm also works for one of the debtor's major equity holders, arguing that there is no conflict of interest.

Equity 52

Equity 52

Harvard Corporate Governance

FEBRUARY 10, 2024

Posted by Gregory V. Regner and Jacob Dougherty (Debevoise & Plimpton LLP), on Saturday, February 10, 2024 Editor's Note: Gregory V. Gooding, William D. Gooding and William D. Regner are Partners, and Jacob Dougherty is an Associate at Debevoise & Plimpton LLP.

Marketability 182

Marketability 182

Reynolds Holding

SEPTEMBER 5, 2023

Supreme Court next term of Securities and Exchange Commission v. 23] Except that recent history suggests that the Court might instead use SEC v. Jarkesy to go much further, as it has done in conjuring new constitutional principles, such as the major questions doctrine in West Virginia v. In Lucia v. See also V.

Finance 98

Finance 98

Law 360 M&A

APRIL 23, 2024

Vinson & Elkins LLP announced the hire of a former Paul Hastings LLP attorney with experience advising on national security laws related to foreign investment as a partner in Washington, D.C.

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52

Benzinga

JUNE 15, 2022

Diana Shipping Inc (NYSE: DSX ) has agreed to sell one of its dry bulk vessels, the m/v Baltimore , to OceanPal Inc., for $22 million. The company noted that 20% of. Full story available on Benzinga.com.

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52

Benzinga

FEBRUARY 22, 2024

million from the sale of the M/V Magic Nebula excluding any transaction-related costs. The terms of the transaction were negotiated and approved by a special committee of our disinterested and independent directors. The vessel is expected to be delivered to its new owner during the second quarter of 2024. About Castor Maritime Inc.

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40

Harvard Corporate Governance

MAY 13, 2024

Posted by Gregory V. Regner, Debevoise & Plimpton LLP, on Monday, May 13, 2024 Editor's Note: Gregory V. Gooding, Maeve O'Connor, and William D. Gooding , Maeve O’Connor , and William D. Regner are Partners at Debevoise & Plimpton LLP. This post is based on a Debevoise memorandum by Mr. Gooding, Ms. Bab , Matthew E.

Private Equity Firm 113

Private Equity Firm Equity 113

Appraisers Blog

MAY 2, 2024

In reply to Flash. Actually, it was a state agency, in a large state in the Northeast, with a very large union. It was nothing like the description of the 1970’s – half a century ago, with smoke filled rooms & six pack of beer.

Appraisal 69

Appraisal 69

Benzinga

JANUARY 4, 2024

("NEH" or the "Company"), an exploration and production ("E&P") company that sources helium produced in association with the production of natural gas reserves in North America, and Roth CH Acquisition V Co. This business combination and support of our partners at Roth CH V will further enhance this expansion opportunity."

Net Debt 40

Net Debt Equity Compliance Finance 40

John Jenkins

DECEMBER 12, 2022

Several recent Delaware decisions have addressed the potential liability of third parties for aiding & abetting breaches of fiduciary duties, but in Atlantic NWI v. The Carlyle Group, (Del.

40

40

Benzinga

APRIL 28, 2023

with Roth CH Acquisition V Co. Slacker currently has a paid and free ad-supported membership base of more than 3 million* Roth CH Acquisition V Co. Subsequent to the closing of the proposed merger, Byron Roth, Co-Chairman and Co-CEO of Roth CH Acquisition V Co., in connection with the closing of the proposed merger. .'s

Banking 52

Banking Technology 52

Appraisers Blog

MAY 2, 2024

In reply to Flash. I was an appraiser for a government agency & was represented by a union. IT WAS THE BEST TIME OF MY LIFE. I was paid well & had great benefits. Your description of “union bosses” & the rest of the nonsense you wrote is beyond laughable & absurdly out of date. We never had meetings like you described.

Appraisal 65

Appraisal 65

Harvard Corporate Governance

APRIL 24, 2024

See Stratte-McClure v. Malkina, Mr. Reily, Mr. Schwartz, Robert J. Giuffra Jr. Littleton , and Morgan L. Summary The U.S. Supreme Court ruled today in Macquarie Infrastructure Corp. Moab Partners, L. Morgan Stanley , 776 F.3d 3d 94, 101 (2d Cir. After Macquarie , a plaintiff must identify a “statement” rendered misleading by the omission.

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133

Benzinga

OCTOBER 13, 2023

Aristides Pittas, Chairman and CEO of EuroDry commented : "We are pleased to have taken delivery of M/V YANNIS PITTAS, the first of the three Eco Ultramax drybulk vessels we recently announced we agreed to acquire. The consideration for the vessel was paid by cash at-hand; the Company has arranged a sustainability-linked loan of $10.5

EBITDA 40

EBITDA Finance Marketability 40

Harvard Corporate Governance

SEPTEMBER 8, 2023

In Smith v. Van Gorkom (1985), the Court held that the highly experienced and long-tenured directors of Trans Union were grossly negligent when they approved a merger agreement, even though the merger provided Trans Union’s shareholders with an almost 50% premium over the market price of the stock. Less than six months later, in Unocal Corp.

Marketability 211

Marketability 211

Quantive

MARCH 29, 2022

[av_textblock size=” font_color=” color=” av-medium-font-size=” av-small-font-size=” av-mini-font-size=” av_uid=’av-3xpi21′ custom_class=” admin_preview_bg=”] Session 3: Growth through Debt v. Equity: Weighing the Choices & Challenges Read More »

Equity 40

Equity 40

Mogin Rubin M&A

MARCH 21, 2024

Written by Jonathan Rubin, Partner and Co-Founder of MoginRubin LLP The Second Circuit U.S. Court of Appeals has reinstated an antitrust complaint brought by pharma firm, Regeneron Pharmaceuticals, Inc., against the Swiss pharmaceutical giant, Novartis Pharma AG, and outside fulfillment firm, Vetter Pharma International GmbH.

Marketability 59

Marketability Technology 59

John Jenkins

MAY 24, 2022

Earlier this month, I blogged about Chancellor McCormick’s decision in Coster v. 5/22), in which she held that a board satisfied the Blasius standard by demonstrating a “compelling justification” to issue shares in order to resolve a shareholder deadlock.

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