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Contracting Accidentally through Preliminary AgreementsA Writing “Subject To Contract” May or May Not be a Contract
  • Weil Gotshal & Manges LLP
  • European Union, United Kingdom, USA
  • March 8 2017

Abraham Lincoln is credited with the observation that calling a calf’s tail a leg does not mean the calf now has five legs. The calf’s tail does not


Delaware's New Focus on Deal Process and Disclosure: Part I
  • Pepper Hamilton LLP
  • USA
  • March 6 2017

Boards of Delaware corporations contemplating proposed mergers, together with qualified Delaware counsel, should focus their efforts on designing and


M&A Update: Toehold Accumulations: Further Convergence Between Private Equity and Hedge Fund Strategies
  • Cadwalader Wickersham & Taft LLP
  • USA
  • March 2 2017

Over the past few years, private equity funds and hedge funds have increasingly employed tactics traditionally employed by the other as part of their


Financial Services 2016 Year-End Report
  • Baker & Hostetler LLP
  • USA
  • March 1 2017

Welcome to the 2016 Year-End Report from BakerHostetler’s Financial Services Industry Team. We


New York Court Reverses Rejection of M&A Disclosure-Only Settlement Signaling Split from Delaware
  • Seyfarth Shaw LLP
  • USA
  • March 1 2017

On February 2, 2017, the Appellate Division for the First Department in New York entered an order approving a “disclosure-only” settlement. While


Disclosures in corporate transactions: A comparison of the UKSingapore and US approaches
  • Dentons Rodyk
  • Singapore, United Kingdom, USA
  • February 20 2017

In negotiating the terms of a sale and purchase agreement, whether for a transfer of shares or business assets of a company, a purchaser will often


Delaware Law Updates - Pleading Breach of the Implied Covenant of Good Faith and Fair Dealing in the Publicly Traded Master Limited Partnership Context
  • McCarter & English LLP
  • USA
  • February 17 2017

In Dieckman v. Regency GP LP, --- A.3d ---, 2017 WL 243361 (Del. Jan. 20, 2017), the Delaware Supreme Court reversed the Court of Chancery and held


2017: Where Things Stand (And Where They're Likely to Go) -- Appraisal, Business Judgment Rule and Disclosure
  • Fried Frank Harris Shriver & Jacobson LLP
  • USA
  • February 14 2017

As has been widely discussed over the past two years, the Delaware courts have moved


Delaware Supreme Court Confirms Tender Offer and Vote Equivalence in Determining Standard of Review for Post-Closing Damages
  • Sullivan & Cromwell LLP
  • USA
  • February 13 2017

On February 9, 2017, in Lax v. Goldman, Sachs & Co.,1 the Delaware Supreme Court summarily affirmed the Court of Chancery's decision in In re Volcano


EGC corporate governance practices
  • Morrison & Foerster LLP
  • USA
  • February 13 2017

During 2016, there were relatively few companies that completed initial public offerings ("IPOs"). Some commentators attribute the dearth of IPOs in