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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 opinion addresses cancellation of stock options in a cash merger transactions

  • Fried Frank Harris Shriver & Jacobson LLP
  • -
  • USA
  • -
  • August 7 2007

A recent decision from the Delaware Chancery Court, Lillis v. AT&T Corp., No. 717-N (Del. Ch. July 20, 2007) (Lamb, V.C.), provides helpful guidance on the often troublesome issue of the right of acquirors to cash out and cancel compensatory stock options in cash merger transactions

M & A quarterly - 1st quarter 2014

  • Fried Frank Harris Shriver & Jacobson LLP
  • -
  • USA
  • -
  • April 22 2014

When drafting and bargaining for an earn-out provision, to help ensure that the target company will achieve the post-closing financial performance

Corporate update July 2014

  • Clifford Chance LLP
  • -
  • United Kingdom
  • -
  • July 21 2014

In June 2014, the Government published the Small Business, Enterprise and Employment Bill. This Bill gives effect to the commitment given by the

The importance of clarity in financial adviser engagement letters

  • CMS Cameron McKenna
  • -
  • United Kingdom
  • -
  • August 1 2014

During the process of negotiating a financial adviser's engagement letter it is all too easy to gloss over uncertainty or ambiguity in a desire to

UBS Securities v. Sands Brothers: a refresher on contract formation

  • Miller Thomson LLP
  • -
  • Canada
  • -
  • December 3 2009

On April 22, 2009, the Court of Appeal for Ontario released its decision in UBS Securities Canada, Inc. v. Sands Brothers Canada, Ltd

Mergers and claim-splitting - Katz v. Gerardi

  • McGuireWoods LLP
  • -
  • USA
  • -
  • November 1 2011

Today's case, Katz v. Gerardi (10th Cir. 2011), involves a pair of securities class actions that were challenging a merger that had gone through (a currently burgeoning field for securities class action lawyers

Business law update - Summer 2014

  • Thompson Hine LLP
  • -
  • USA
  • -
  • June 5 2014

When negotiating provisions in a merger agreement, conducting due diligence and engaging in transition planning, parties to a merger or acquisition

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

Business law update - Fall 2014

  • Thompson Hine LLP
  • -
  • USA
  • -
  • August 27 2014

The U.S. Supreme Court in Fifth Third Bancorp v. Dudenhoeffer (June 25, 2014) has reset the landscape for employee stock ownership plans and company