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 1,393

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

Sixth Circuit case specifies additional language required in indemnification survival clauses in M&A agreements

  • Porter Wright Morris & Arthur LLP
  • -
  • USA
  • -
  • September 18 2014

A recent Sixth Circuit case, interpreting Ohio law, found that a merger agreement stating that the representations and warranties "shall

Report shows continued ubiquity of stockholder M&A litigation

  • Ropes & Gray LLP
  • -
  • USA
  • -
  • September 17 2014

In early March Cornerstone Research issued its annual report on stockholder M&A litigation. The report concluded that stockholder litigation

Appraisal decisions: deal consideration as fair value

  • Ropes & Gray LLP
  • -
  • USA
  • -
  • September 17 2014

In recent appraisal actions the Delaware Court of Chancery has shown a willingness to look to deal consideration in arm's-length transactions as the

Delaware chancery: “entire fairness” in recapitalization is more than just a fair price

  • Kaye Scholer LLP
  • -
  • USA
  • -
  • September 17 2014

Vice Chancellor Noble recently held that a recapitalization, although approved and Implemented at a fair price, was not entirely fair due to the

In re Cornerstone Therapeutics Inc. Stockholder Litigation

  • Sullivan & Cromwell LLP
  • -
  • USA
  • -
  • September 16 2014

In an opinion issued on September 9, 2014, the Delaware Court of Chancery (VC Glasscock) held that in a controlling stockholder freeze-out merger

Club deal litigation ends with settlement as PE firms pursue new deal structures

  • McGuireWoods LLP
  • -
  • USA
  • -
  • September 16 2014

The Carlyle Group's recent settlement of a long-running antitrust lawsuit generated some fireworks in what appears to be the twilight of the deal

Courts differ on enforceability of unilaterally adopted forum selection bylaws

  • White & Case LLP
  • -
  • USA
  • -
  • September 11 2014

While forum selection bylaws have become increasingly popular with US public companies, courts in Delaware and Oregon recently came to opposite

Delaware Court of Chancery applies board-friendly standard to dismiss claims challenging controlling party takeover

  • Haynes and Boone LLP
  • -
  • USA
  • -
  • September 8 2014

Vice Chancellor Laster of the Delaware Court of Chancery recently applied the business judgment standard of review at the pleading stage to dismiss a