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Contingent consideration: shareholders it’s your risk

Herbert Smith Freehills LLP
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Australia
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June 18 2013

As highlighted in recent editions of our Merger & Acquisitions Update, there has been a significant rise in the number of schemes of arrangement which

Contingent consideration payable on subsequent change of control

Herbert Smith Freehills LLP
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Australia
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June 18 2013

The scheme of arrangement proposed by PR Finance Group Ltd provides a further example of how additional consideration payable on a contingency may be

Panel doesn't go to water in fiery bid

Herbert Smith Freehills LLP
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Australia
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June 18 2013

The Takeovers Panel (the Panel) has in Firestone Energy Limited made a declaration of unacceptable circumstances in relation to the bid for Firestone

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

McCarthy Tétrault LLP
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Canada, USA
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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
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USA
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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
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Canada
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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

Bucking the trend of S&P 500 companies

Davis Polk & Wardwell LLP
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USA
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June 12 2013

Governance surveys indicate that the S&P 500 companies have largely dismantled their takeover defenses and have established so-called "good"

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
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USA
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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

New method of cash-out: Demand for Sale of Shares

Clifford Chance LLP
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Japan
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June 7 2013

A new method of cash-out, the Demand for Sale of Shares, will be introduced in order to improve the procedure for the exit of minority shareholders

New rules for base payment in the commercial transactions

Caiado Guerreiro & Associados
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Portugal
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June 7 2013

The Decree-Law nr. 622013 of 7th of June, that transposes the European Directive nr.20117CE, establishes new rules for the commercial

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Search results

Contingent consideration: shareholders it’s your risk

Contingent consideration payable on subsequent change of control

Panel doesn't go to water in fiery bid

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

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

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

Bucking the trend of S&P 500 companies

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

New method of cash-out: Demand for Sale of Shares

New rules for base payment in the commercial transactions

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