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Opinion release 14-02: revisiting successor liability

  • Debevoise & Plimpton LLP
  • -
  • USA
  • -
  • November 25 2014

On November 7, the Department of Justice ("DOJ") issued its second opinion release of 2014, revisiting the question of successor liability in

Affirmation of business judgment rule in going private deals could insulate companies against costly litigation

  • Kaye Scholer LLP
  • -
  • USA
  • -
  • November 24 2014

On November 20, 2014, the New York Appellate Division for the First Department upheld the dismissal of an action brought by minority shareholders

New York Appellate Court holds business judgment rule applicable to controller transaction

  • Sidley Austin LLP
  • -
  • USA
  • -
  • November 21 2014

On November 20, 2014, New York's Appellate Division, First Department, unanimously affirmed the September 2013 trial court decision dismissing all

Business-judgment rule applied in New York to going-private transaction with procedural protections

  • Proskauer Rose LLP
  • -
  • USA
  • -
  • November 21 2014

The New York Appellate Division, First Department, ruled yesterday that the business-judgment rule - not the entire-fairness standard of review - can

Delaware Court of Chancery applies business judgment rule to directors who approve merger supported by large shareholders

  • Reed Smith LLP
  • -
  • USA
  • -
  • November 20 2014

In its October 24, 2014, decision in In re Crimson Exploration Inc. Stockholder Litigation, C.A. No. 8541, the Delaware Court of Chancery confirmed

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

Tax Court characterizes technology executive’s merger proceeds as ordinary income

  • Mintz Levin Cohn Ferris Glovsky and Popeo PC
  • -
  • USA
  • -
  • November 18 2014

On October 30th, the U.S. Tax Court ruled that a key executive of a technology company acquired by Google for $93 million was required to report a

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"

Court finds Allergan shareholder's claim alleging improper trading raises "significant questions," but declines to issue preliminary injunction ahead of shareholder meeting

  • Kramer Levin Naftalis & Frankel LLP
  • -
  • USA
  • -
  • November 12 2014

Last week, in Allergan, Inc. v. Valeant Pharma. Intl.,Inc., Judge David O. Carter of the United States District Court for the Central District of