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Delaware Court Of Chancery Ruling Provides a Cautionary Tale for Investment Fund Directors Seeking to Monetize Their Investment
  • K&L Gates
  • USA
  • June 14 2017

In The Frederick Hsu Living Trust v. ODN Holding Corp., et al., one of the founders of ODN Holding Corporation (the "Company") filed suit against the

Chancery court addresses standing to bring fiduciary duty claims following freeze-out merger
  • Ropes & Gray LLP
  • USA
  • June 14 2017

In IATSE Local No One Pension Fund v General Electric Company the Delaware Court of Chancery provided new guidance on a stockholder's standing to

Sidley Perspectives on M&A and Corporate Governance - June 2017
  • Sidley Austin LLP
  • USA
  • June 13 2017

Oversight of a company's tone at the top and the compliance program designed to establish and maintain that tone and detect problems is an important

Delaware Appraisal - when is the negotiated sale price also the 'fair value'?
  • Clifford Chance LLP
  • USA
  • June 6 2017

Two recently-decided Delaware Chancery Court appraisal decisions, PetSmart and SWS Group, provide useful guidance as to when and how the Court will

Delaware Law Updates - Delaware Supreme Court Explores the Definition of “Commercially Reasonable Efforts
  • McCarter & English LLP
  • USA
  • June 5 2017

The Delaware Supreme Court affirmed the judgment entered by the Court of Chancery in favor of the defendant concerning the Defendant’s termination of

Another Illinois Case Decides When an Asset Purchaser is Responsible for Liabilities as a Mere Continuation of the Seller
  • Masuda Funai Eifert & Mitchell Ltd
  • USA
  • June 1 2017

In our Risk Management Update of December 23, 2015, we discussed an Illinois case that had to decide when a successor entity purchasing the assets of

Governance & Securities Law Focus: Latin America Edition, May 2017
  • Shearman & Sterling LLP
  • European Union, Global, United Kingdom, USA
  • May 31 2017

On March 1, 2017, the US Securities and Exchange Commission ("SEC") announced that foreign private issuers ("FPIs") that prepare financial statements

Chancery Court Rules Former Stockholder Lacks Standing In Books And Records Suit.
  • Jenner & Block LLP
  • USA
  • May 23 2017

In a case of first impression in Delaware, the Chancery Court dismissed a former shareholder's books and records complaint for lack of standing

A New Reason for Private Equity Sellers to Hate Undefined “Fraud Carve-outs”
  • Weil Gotshal & Manges LLP
  • USA
  • May 16 2017

Undefined fraud carve-outs are ubiquitous in M&A agreements; and the problems they pose for private equity sellers are legion. Many of these problems

M&A Hot Topics - Quarterly Update (May 15, 2017)
  • Sullivan & Cromwell LLP
  • USA
  • May 15 2017

SEC Announces Enforcement Actions for Inadequate Disclosures: On February 14, 2017, CVR consented to the entry of a Cease-and-Desist Order, which