We use cookies to customise content for your subscription and for analytics.
If you continue to browse Lexology, we will assume that you are happy to receive all our cookies. For further information please read our Cookie Policy.
In cooperation with Association of Corporate Counsel
  Request new password

Search results

Order by most recent / most popular / relevance

Results: 1-10 of 266

M&A and Corporate Governance Newsletter-Fall 2014

  • Kaye Scholer LLP
  • -
  • USA
  • -
  • November 18 2014

On November 4, 2014, the district court in Allergan, Inc. v. Valeant Pharmaceuticals Int'l, Inc., Case No. SACV 14-1214 (C.D. Cal.) ruled on

Delaware Chancery requires payment of merger consideration to dissenting stockholder after expiration of appraisal period

  • Katten Muchin Rosenman LLP
  • -
  • USA
  • -
  • November 14 2014

The Delaware Court of Chancery recently dismissed corporate mismanagement and breach of fiduciary duty claims filed by a dissenting stockholder, but

Hidden employment reef awaiting captains of commerce?

  • DLA Piper LLP
  • -
  • USA
  • -
  • November 13 2014

When a company is acquired in a stock sale, its shareholders are routinely required to sign what is known as a Letter of Transmittal ("LOT"

Quasi-California Corporations - the application of California’s long-arm statute in mergers and acquisitions

  • Locke Lord LLP
  • -
  • USA
  • -
  • October 29 2014

California Corporations Code Section 2115 sets forth a "long-arm statute" which requires corporations incorporated outside of California, but with

Delaware Court of Chancery rejects controlling stockholder claims and applies business judgment rule to merger suits

  • Katten Muchin Rosenman LLP
  • -
  • USA
  • -
  • October 24 2014

In In re KKR Financial Holdings LLC Shareholder Litigation, C.A. No. 9210 (Del. Ch. Oct. 14, 2014), the Delaware Court of Chancery dismissed a

Chancery Court orders financial advisor to pay millions in damages for aiding and abetting breach of fiduciary duty

  • Cadwalader Wickersham & Taft LLP
  • -
  • USA
  • -
  • October 13 2014

On October 10, 2014, Vice Chancellor Travis Laster ruled that RBC Capital was liable to the former stockholders of RuralMetro Corporation for $75.8

Delaware court approves out-of-state forum selection bylaw adopted at time of merger

  • Bracewell & Giuliani LLP
  • -
  • USA
  • -
  • September 29 2014

In City of Providence v. First Citizens BancShares Inc. et al., C.A. No. 9795-CB (Del. Ch. Sept. 8, 2014), the Delaware Court of Chancery (Bouchard

Delaware court enforces exclusive forum provision adopted concurrently with announcement of merger agreement

  • Morrison & Foerster LLP
  • -
  • USA
  • -
  • September 18 2014

Public companies are increasingly enacting "exclusive forum" bylaws - designating a single forum for intra- corporate disputes - as a way

Oregon state court refuses to enforce forum selection bylaw

  • Katten Muchin Rosenman LLP
  • -
  • USA
  • -
  • August 29 2014

In Roberts v. TriQuint Semiconductor, Inc., No. 1402-02441 (Cir. Ct. Or. Aug 14, 2014), an Oregon state court, breaking with state courts in

Texas Court of Appeals decertifies class of Brigham shareholders

  • Katten Muchin Rosenman LLP
  • -
  • USA
  • -
  • August 22 2014

On August 15, the Texas Court of Appeals decertified a class of Brigham Exploration Co. shareholders, holding that the trial court failed to comply