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Delaware Court of Chancery Applies Business Judgment Rule in a Controlling Stockholder Going-Private Transaction Despite Third Party’s Nearly 30 Higher Offer
  • Pillsbury Winthrop Shaw Pittman LLP
  • USA
  • October 20 2016

In Books-A-Million, the Delaware Court of Chancery dismissed a complaint challenging a controlling stockholder going-private transaction, holding that

Third Circuit Reverses Hospital Merger Loss
  • Manatt Phelps & Phillips LLP
  • USA
  • October 20 2016

On September 27, 2016, the Third Circuit handed the Federal Trade Commission (FTC) a significant victory in its campaign against

Sale of Zale to be reviewed under corporate waste standard
  • Ropes & Gray LLP
  • USA
  • October 19 2016

On May 6 2016 the Delaware Supreme Court confirmed that the Zale directors' conduct in the sale of Zale to Signet would be subject to the business

Delaware Chancery Court Clarifies that Disclosure Claims Should Be Brought Pre-Closing
  • Greenberg Traurig LLP
  • USA
  • October 17 2016

In an opinion issued Sept. 28, 2016, the Court of Chancery of Delaware clarified its position that claims challenging the sufficiency of proxy

Governance & Securities Law Focus: Europe Edition, October 2016
  • Shearman & Sterling LLP
  • Germany, Hong Kong, Italy, United Kingdom, USA
  • October 17 2016

On 15 September 2016, the European Parliament resolved to adopt amendments to the European Commission's proposal for a new Prospectus Regulation to

Federal Trade Commission's Pennsylvania Hospital Challenge Moves Forward: Third Circuit Halts Transaction Pending Trial Outcome
  • Proskauer Rose LLP
  • USA
  • October 14 2016

A Federal Appeals Court has sided with the FTC and preliminarily blocked the proposed merger of the largest hospitals in the Harrisburg, Pennsylvania

Recent Delaware Case Law Clarifies Irrebuttable Business Judgment Rule
  • Stinson Leonard Street LLP
  • USA
  • October 13 2016

A recent Delaware case provides useful guidance that corporations (and their counsel) can use to fend off challenges to breach of fiduciary duty

Delaware Court of Chancery Applies Business Judgment Rule to Going-Private Transaction based on 'M&F Worldwide'
  • Paul, Weiss, Rifkind, Wharton & Garrison LLP
  • USA
  • October 13 2016

In In re Books-A-Million, Inc. Stockholders Litigation, the Delaware Court of Chancery dismissed the fiduciary duty claims of former minority

Court of Chancery Confirms Narrow Path for Success of Post-Closing Disclosure Claims
  • Fried Frank Harris Shriver & Jacobson LLP
  • USA
  • October 13 2016

Nguyen v. Barrett (Sept. 28, 2016) highlights yet again the Delaware courts' recent narrowing of the circumstances under which plaintiffs can be

The Hazy Rollout of Ohio’s Medical Marijuana Control Program (MMCP)
  • Benesch Friedlander Coplan & Aronoff LLP
  • USA
  • October 12 2016

When Ohio House Bill 523 (HB 523) became effective on September 8, 2016, Ohio joined the company of 25 other states, the District of Columbia, and