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Results: 1-10 of 1,400

What’s so “special” about a “special committee”?

  • McCarthy Tétrault LLP
  • -
  • Canada, USA
  • -
  • June 18 2013

In a recent bench ruling in Re Plains Exploration, the Delaware Court held that a special committee was not required to take the lead in merger

Delaware Court of Chancery applies business judgment rule standard of review to controlling stockholder going private merger

  • Paul Hastings LLP
  • -
  • USA
  • -
  • June 17 2013

On May 29, 2013, in In re MFW Shareholders Litigation, Chancellor Strine of the Delaware Court of Chancery (the "Court") answered what he

First Majestic Silver Corp. v. Davila: a significant price to pay for a breach of fiduciary duty

  • Gowling Lafleur Henderson LLP
  • -
  • Canada
  • -
  • June 17 2013

Directors, officers and their advisors should take note of the recent decision in First Majestic Silver Corp. v. Davila, 2013 BCSC 717, as it is a

Partnership agreement did not eliminate implied covenant of good faith and fair dealing

  • Cahill Gordon & Reindel LLP
  • -
  • USA
  • -
  • June 14 2013

On June 10, 2013, the Delaware Supreme Court issued an opinion in Gerber v. Enterprise Products Holdings, LLC ("Gerber), clarifying the degree to

Risky business: collaborative bidding in M&A sale processes

  • Rockwell Olivier
  • -
  • Australia
  • -
  • June 12 2013

The M&A sale process has always been a fertile place for ingenious strategies, careful transaction planning and creative deal structuring. Joint

Asset purchaser is subject to successor liability for FLSA judgment, despite specific disclaimer of liability

  • Reed Smith LLP
  • -
  • USA
  • -
  • June 12 2013

The purchaser of a going concern (a company in default of its loan and in receivership) specifically disclaimed liability for the $500,000 settlement

Section 1322 rescuing schemes of arrangement

  • Gilbert + Tobin
  • -
  • Australia
  • -
  • June 11 2013

As we know, schemes of arrangement are commonly used to implement change of control transactions involving widely held ASX listed targets. Gilbert

Delaware Supreme Court: bad-faith attempt to renegotiate term sheet may create liability for “benefit-of-the-bargain” damages

  • Morrison & Foerster LLP
  • -
  • USA
  • -
  • June 10 2013

A term sheet can play a useful role by allowing the parties to focus on key issues first, without getting bogged down in details. But what happens

Delaware Chancery Court ruling provides for business judgment review where transactions with controlling stockholders are conditioned on special committee approval and vote of a majority of the minority stockholders

  • Bryan Cave LLP
  • -
  • USA
  • -
  • June 7 2013

Delaware Chancellor Leo E. Strine, Jr. Recently sent a message to large stockholders and corporate boards, offering them hope of a more tolerant

Delaware Court of Chancery finds exculpation clause does not bar concealment claim

  • Katten Muchin Rosenman LLP
  • -
  • USA
  • -
  • June 7 2013

The Delaware Court of Chancery recently upheld a buyer's claim that a seller fraudulently and actively concealed material information, even though