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Results: 1-10 of 123

M & A quarterly - 2nd quarter 2014

  • Fried Frank Harris Shriver & Jacobson LLP
  • -
  • USA
  • -
  • July 9 2014

Under long-established Delaware law, directors and officers face personal liability if their decisions relating to a change of control transaction

SEC enforcement outlook for investment funds: focus on valuation, insider trading and other fraudulent practices

  • Kaye Scholer LLP
  • -
  • USA
  • -
  • March 27 2013

The SEC continues its enforcement efforts relating to hedge funds and private equity funds. In recent remarks, Bruce Karpati, Chief of the SEC

Reconsidering NDAs in light of Martin Marietta Materials, Inc. v. Vulcan Materials Co.

  • Kramer Levin Naftalis & Frankel LLP
  • -
  • USA
  • -
  • May 21 2012

On May 4, 2012, the Delaware Court of Chancery held that Martin Marietta Materials had violated a pair of confidentiality agreements with Vulcan Materials and issued a 4-month temporary injunction suspending Martin Marietta’s hostile exchange offer for Vulcan and related proxy contest

Delaware Chancery Court holds that controlling shareholder transaction fails entire fairness review; awards $1.263 billion in damages

  • Paul, Weiss, Rifkind, Wharton & Garrison LLP
  • -
  • USA
  • -
  • October 18 2011

In the recent In re Southern Peru Copper Corp. Derivative Litigation, C.A. No. 961-CS (Del. Ch. Oct. 14, 2011) decision, the Delaware Court of Chancery (Chancellor Strine) awarded $1.263 billion in damages (plus interest from the merger date to judgment and payment) after finding that the acquisition of Minera Mexico, S.A. de C.V. by Southern Peru Copper Corporation in a controlling stockholder transaction failed to satisfy the entire fairness standard of review

Coeur Défense safeguard proceedings: lessons to be learnt from the French Supreme Court decision

  • Latham & Watkins LLP
  • -
  • France
  • -
  • May 18 2011

On 8 March 20111, the French Supreme Court issued an important decision for the restructuring, finance and private equity communities and their advisers in connection with the on-going litigation surrounding the Coeur Défense restructuring

Legal and market developments in Russia - summer autumn 2012

  • Clifford Chance LLP
  • -
  • Russia
  • -
  • November 7 2012

Russia Update: Legal and market developments in Russia Summer Autumn Issue 2012 Macro Updates

In re Rural Metro Corporation stockholders litigation

  • Cooley LLP
  • -
  • USA
  • -
  • March 27 2014

In Rural Metro, the Delaware Chancery Court held that RBC Capital Markets, LLC, as financial advisor to the Rural Metro (Target), had aided and

Australia corporate update - May 2014

  • Squire Patton Boggs
  • -
  • Australia
  • -
  • May 8 2014

The ASX has released the revised third edition of the ASX Corporate Governance Principles and Recommendations, reflecting recent developments in

Do litigation funders need an AFS licence?

  • Norton Rose Fulbright LLP
  • -
  • Australia
  • -
  • March 13 2012

The NSW Court of Appeal has delivered the most recent challenge to the Australian litigation funding industry, finding that a funding agreement was unenforceable on the basis that the litigation funder was dealing in a ‘financial product’ without an Australian Financial Services licence

Ninth Circuit holds that representations in a merger agreement may support securities fraud action when that agreement is filed as an exhibit to securities filings; discusses possible "collective scienter" argument

  • Kramer Levin Naftalis & Frankel LLP
  • -
  • USA
  • -
  • December 16 2008

The Ninth Circuit recently sent corporate lawyers and litigators a reminder that representations or statements that appear solely in an agreement filed as an exhibit to an issuer's SEC filings may in and of themselves provide a basis for suit under Section 10(b) and Rule 10(b-5