New life breathed into SEC’s unbundling rules *

USA - April 29 2013
The SEC's "unbundling" requirements have largely been the stuff of SEC lore -- periodically referred to but rarely seen in corporate governance…

Co-authors: Robert J Leclerc (Rob), Cal Smith.

In Re El Paso Corporation Shareholder Litigation *

USA - March 7 2012
In a case that adds more ammunition to those who question the motives of Wall Street investment bankers, last week the Delaware Chancery Court issued yet another stinging opinion strongly chastising sell-side bankers who were allegedly conflicted in the M&A advice they provided to a board of directors that was considering a takeover bid.

Co-authors: C. William Baxley (Bill), Byron Talmadge Infinger (Talmadge), William Calvin Smith III (Cal).

Delaware Chancery Court upholds “sign and consent” *

USA - November 9 2011
On September 30, 2011, Vice Chancellor Noble issued an opinion in In re OPENLANE, Inc. Shareholders Litigation1 that reiterated the permissibility of using a “sign and consent” structure for obtaining stockholder approval of a merger.

Co-authors: Rahul Patel, Michael J. Egan (Mike).

In re Smurfit-Stone Container Corporation Shareholder Litigation *

USA - June 10 2011
On May 20, 2011, Delaware Vice Chancellor Parsons issued an opinion in In re Smurfit-Stone Container Corp. Shareholder Litigation addressing important questions under Delaware takeover law.

Co-authors: M Robert Thornton (Bob).