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Results: 1-10 of 3,624

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


Fried Frank M&APE Quarterly - Winter 2017
  • 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


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


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


Pleading Failures Doom Disclosure Claims in Short-Form Merger Case
  • McCarter & English LLP
  • USA
  • February 8 2017

Vice Chancellor Tamika R. Montgomery-Reeves of the Delaware Court of Chancery (the “Court”) issued a Memorandum Opinion on January 4, 2017


Chancery Court Reexamines the Limits of Indemnification of Corporate Directors, Officers, and Others
  • K&L Gates
  • USA
  • February 8 2017

In Dore v. Sweports, Ltd., C.A. No. 10513-VCL (Del. Ch. January 31, 2017), plaintiffs John A. Dore, Michael J. O’Rourke, and Michael C. Moody


The Corwin Effect: Stockholder Approval of M&A Transactions
  • Hunton & Williams LLP
  • USA
  • February 8 2017

The most important development in Delaware law during 2016 was arguably the courts' growing deference to stockholder approval. In 2015, the Delaware


Sidley Perspectives on M&A and Corporate Governance - February 2017
  • Sidley Austin LLP
  • USA
  • February 7 2017

The potential liability from a material cyber-attack is wide-ranging. Accordingly, companies that experience network intrusions, system disruptions


Chancery Court Clarifies the Cleansing Power of an Uncoerced and Fully Informed Disinterested Majority Stockholder Vote
  • K&L Gates
  • USA
  • February 3 2017

In In re Merge Healthcare Inc. Stockholders Litigation, No. 11388-VCG (Del. Ch. Ct. January 30, 2017), the Delaware Court of Chancery granted the