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Seventh Circuit Adopts Trulia Standard for Review of Disclosure-Only Settlements
  • Weil Gotshal & Manges LLP
  • USA
  • August 17 2016

Last week, in In re Walgreen Co. Stockholder Litigation, No. 15-3799 (7th Cir. Aug. 10, 2016), the United States Court of Appeals for the Seventh

Derek Jeter and Fiduciary Risk
  • McDermott Will & Emery
  • USA
  • August 16 2016

A recent decision of the Delaware Chancery Court involving Derek Jeter provides a topical opportunity to remind governing board members that

Court of Chancery Puts Boards of Directors on Notice that Contracting Away Derivative Claims in a Merger Can Risk Subjecting the Merger to Entire Fairness Review
  • McCarter & English LLP
  • USA
  • August 15 2016

Vice Chancellor Glasscock has held that a merger designed to eliminate derivative claims against a majority of directors justified the application of

Federal Appeals Court Rejects “Disclosure-Only” Settlement
  • Cooley LLP
  • USA
  • August 11 2016

Yesterday, in In re: Walgreen Co., the 7th Circuit Court of Appeals rejected a "disclosure-only settlement" involving Walgreen Co.'s 2014 purchase of

Court of Chancery Critically Reviewing “Mootness” Fee Applications
  • Duane Morris LLP
  • USA
  • August 10 2016

In two recent decisions, the judges of Delaware's Court of Chancery have demonstrated their intent to carefully review fee applications made by

In an Appraisal Action, Chancery Court Uses Its “Significant Discretion” to Determine that Stock Sold Was Undervalued by Approximately 7
  • K&L Gates
  • USA
  • August 8 2016

On July 8, 2016, Chancellor Bouchard issued a memorandum opinion in In re Appraisal of DFC Global Corp., C.A. No. 10107-CB (Del. Ch. July 8, 2016

Citing "Issue Preclusion," the Delaware Court of Chancery Denies Advancement to a Company's Vice President
  • Duane Morris LLP
  • USA
  • August 5 2016

The Delaware Court of Chancery typically holds that a corporation must advance the fees and expenses of an executive or officer-level employee who is

Court applies entire fairness standard to commercial arrangement with controlling stockholder
  • Ropes & Gray LLP
  • USA
  • August 3 2016

In a recent opinion Vice Chancellor Laster of the Delaware Court of Chancery held that the entire fairness standard of review governs any transaction

Delaware Chancery Court Finds that Director Defendants Can Not “Merge Their Way Out of” Breach of Fiduciary Claims
  • Orrick, Herrington & Sutcliffe LLP
  • USA
  • August 3 2016

On July 28, 2016, the Delaware Chancery Court allowed claims of unfair dealing against the Board of property management company Riverstone National

8th Circuit Rules Parties to Corporate Transactions Cannot Contract Around The WARN Act Sale of Business Exception
  • Epstein Becker Green
  • USA
  • August 3 2016

In a rare case interpreting the Worker Adjustment and Retraining Notification (“WARN”) Act “sale of business” exception, the U.S. Court of Appeals