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California court ruling provides guidance on the duties created by "best efforts" clauses

Holland & Knight LLP
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USA
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June 4 2012

On May 24, 2012, the California Third District Court of Appeal issued an opinion that provides guidance on the contractual duties created by so-called "best efforts" clauses

Delaware court re-affirms Reves test and determines promissory notes to be "securities"

Holland & Knight LLP
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USA
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June 4 2012

On May 23, 2012, the Delaware Court of Chancery issued an opinion that analyzed whether (1) promissory notes were securities, and (2) if so, whether their issuance without preferred shareholder approval violated preferred shareholders' rights when such shareholders had consent rights over the issue of "any security."

Delaware court refuses to enjoin merger despite lack of typical fiduciary safeguards due to board's expertise in corporation's business

Holland & Knight LLP
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USA
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November 7 2011

Under Delaware law, a board of directors entering into a change of control transaction involving the sale of a company must secure the best value reasonably attainable for the company's stockholders

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California court ruling provides guidance on the duties created by "best efforts" clauses

Delaware court re-affirms Reves test and determines promissory notes to be "securities"

Delaware court refuses to enjoin merger despite lack of typical fiduciary safeguards due to board's expertise in corporation's business

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