Stock-for-stock transaction followed by asset purchase can be a de facto merger *

USA - May 29 2013
In a recent opinion in the long-running legal battle between MBIA and Bank of America Corp. ("BOA"), the New York State Supreme Court refused to…

Co-authors: Irwin Kishner.

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Director has limited right to access privileged communications in litigation with the company *

USA - May 29 2013
In Kalisman, et al. v. Friedman, et. al., Kalisman, a director of Morgans Hotel Group Co., sued the other members of the Company's board of directors…

Co-authors: Irwin Kishner.

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Delaware State Bar considers proposal to create "public benefit corporations" under Delaware General Corporation Law *

USA - May 29 2013
The Corporation Law Section of the Delaware State Bar Association is considering proposed legislation amending the Delaware General Corporation Law…

Co-authors: Irwin Kishner.

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Delaware Supreme Court adopts contract reformation standard *

USA - May 29 2013
The Delaware Supreme Court recently clarified Delaware law regarding a unilateral mistake in a contract where one party has knowledge of the mistake…

Co-authors: Irwin Kishner.

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Delaware Court of Chancery holds that board did not violate revlon duties in single-bidder sale *

USA - May 29 2013
The Delaware Court of Chancery recently declined to enjoin a merger between Plains Exploration & Production Company and Freeport-McMoran Copper &…

Co-authors: Irwin Kishner.

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