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Delaware Supreme Court Affirms Ruling Allowing Termination of Merger Based on Failure to Deliver a Required Tax Opinion

USA - April 6 2017 On March 23, 2017, the Delaware Supreme Court, in a 4-to-1 decision, affirmed the Court of Chancery's denial of The Williams Companies, Inc.'s...

Christian Brause, Jack B. Jacobs, Sharp Sorensen, J. Mark Metts, John K. Hughes, Scott M. Freeman, Thomas A. Cole, Hille R. Sheppard.


SEC Proposes Rules to Require the Use of Universal Proxies

USA - October 28 2016 On October 26, 2016, the Securities and Exchange Commission (SEC), by a 2-1 vote, proposed amendments to the federal proxy rules that would require...

Beth E. Peev, John P. Kelsh, Claire H. Holland, Thomas J. Kim, Holly J.Gregory.


For Want of a Tax Opinion Nail, a Megadeal War Is Lost

USA - July 1 2016 After an expedited trial in the Delaware Court of Chancery, the Court denied The Williams Companies, Inc.’s (Williams) request for an order requiring...

Christian Brause, Jack B. Jacobs, Walter C.Carlson, Timothy J. Devetski, Thomas A. Cole.


SynQor: one more step towards unified business judgment review of mergers

USA - November 23 2015 Last week the Delaware Supreme Court affirmed a Court of Chancery order dismissing a complaint attacking a cash-out merger of SynQor, Inc., a...

James W. Ducayet, Jack B. Jacobs, J. Mark Metts, Scott M. Freeman, Thomas A. Cole, Hille R. Sheppard.


The evolving response to shareholder activism

USA - August 3 2015 Shareholder activism with respect to public companies continued to grow last year, and there are few indications of this trend abating in the near...