Delaware Chancery Court finds breach of confidentiality agreement and enjoins Martin Marietta's hostile bid for Vulcan Materials *

USA - May 17 2012
A recent decision of the Delaware Chancery Court shines a spotlight on the terms of confidentiality agreements and the critical importance of explicit drafting to avoid unintended consequences.

Co-authors: Gregory Pryor, Morton Pierce, Chang-Do Gong .

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Federal Reserve approval of ICBC acquisition clears the way for Chinese bank acquisitions of US banks *

China, USA - May 10 2012
On May 9, 2012, the Board of Governors of the Federal Reserve System (“Board”) issued an order approving the first acquisition of a US bank by a bank organized under the laws of the People’s Republic of China (“ICBC Order”).

Co-authors: Francis Zou, Ernest T. Patrikis.

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ICBC's agreement to acquire a controlling stake in a US bank is a major development for the US and Chinese banking markets *

China, USA - February 8 2011
In a groundbreaking transaction, Industrial and Commercial Bank of China Limited, based in Beijing and the world’s largest bank by market capitalization and profitability (ICBC), entered into an agreement with The Bank of East Asia, Limited, a major Hong Kong bank (BEA), to purchase an 80 percent common equity stake in BEA’s subsidiary bank based in New York, The Bank of East Asia (U.S.A.) National Association (BEA-USA).

Co-authors: Francis Zou, Ernest T. Patrikis, Duane D. Wall, Glen Cuccinello.

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Delaware Supreme Court rejects bylaw amendment curtailing term of staggered board of directors *

USA - January 19 2011
In a recent appellate decision entitled Airgas, Inc. v. Air Products and Chemicals, Inc. 2010 WL 4734305 (Del Supr 2010), the Delaware Supreme Court on November 23, 2010 reversed the decision of the Delaware Court of Chancery and held that a bylaw shortening the term of Airgas’s Directors by eight months constituted a “de facto removal” that was inconsistent with Airgas’s charter.

Co-authors: Alison Dreizen, Gregory Pryor.

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The SEC puts on hold its proxy access rules *

USA - October 6 2010
On September 29, 2010, the Business Roundtable and the US Chamber of Commerce filed a lawsuit challenging the final rules issued by the US Securities and Exchange Commission (SEC) on proxy access.

Co-authors: Gregory Pryor, Colin Diamond, David Johansen.

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