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Delaware Chancery Court expands number of direct claims available to stockholders

Holland & Knight LLP
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USA
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April 1 2013

On March 15, 2013, the Delaware Court of Chancery denied motions to dismiss filed by a group of director defendants and certain affiliated funds for

ISS releases 2013 Corporate Governance Policy Updates and Procedures

Holland & Knight LLP
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USA
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December 10 2012

On November 16, 2012, Institutional Shareholder Services released its 2013 Corporate Governance Policy Updates and Procedures

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

GSA to terminate small business GWACs when contractor re-represents as large due to merger or acquisition

Holland & Knight LLP
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USA
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June 6 2011

On April 19, 2011, the General Services Administration's Small Business Governmentwide Acquisition Contract (GWAC) Center emailed a document titled "Industry Partner Advisory" to the holders of three GWACs managed by the Center: 8(a) STARS, VETS and Alliant Small Business

Delaware enjoins vote on merger pending curative disclosure

Holland & Knight LLP
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USA
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March 14 2011

On March 4, 2011, the Delaware Chancery Court enjoined a target from holding a shareholder meeting to vote on the approval of a merger agreement pending dissemination of curative proxy disclosure of both the amount of contingent fees to be paid to its investment adviser and the negotiations regarding the compensation that the CEO and president of the target would receive when he joined the acquirer after consummation of the merger

Delaware Chancery enjoins merger for failure to disclose prior investment banking fees

Holland & Knight LLP
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USA
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January 10 2011

On December 20, 2010, the Delaware Court of Chancery issued a bench ruling enjoining a special meeting of stockholders called for the purpose of obtaining stockholder approval of a merger

Delaware chancery court refuses to certify a class in connection with recapitalization plan

Holland & Knight LLP
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USA
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September 27 2010

The Delaware Court of Chancery refused to certify a class action by minority shareholders alleging material non-disclosures in connection with a recapitalization plan approved by the written consent of less than all of the shareholders under 8 Del

Poison pill withstands judicial scrutiny despite special treatment given to company founder

Holland & Knight LLP
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USA
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August 23 2010

An investor acquired 18 of a company and publicly stated he was considering purchasing more shares

Division of Corporation Finance issues “Dear CFO” letter questioning repurchase agreements

Holland & Knight LLP
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USA
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April 5 2010

On March 29, 2010, the Division of Corporation Finance staff posted a sample letter it provided to the chief financial officer of certain public companies requesting information about repurchase agreements, securities lending transactions, or other transactions involving the transfer of financial assets with an obligation to repurchase the transferred assets