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Results: 1-10 of 7,765

Delaware Court of Chancery Determines Fair Value in PetSmart and SWS Group Appraisal Cases
  • Ropes & Gray LLP
  • USA
  • June 16 2017

In recent years, the Delaware Court of Chancery has issued a number of high-profile opinions in appraisal litigations, many of which addressed the


After Settlement By Director Defendants Of Merger-Related Fiduciary Duty Breach Claims, Delaware Chancery Court Rejects Financial Advisor’s Bid To Invoke Settlement Consent Provision To Stay Trial On Aiding-And-Abetting Claims
  • Shearman & Sterling LLP
  • USA
  • June 16 2017

On May 26, 2017, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery granted plaintiffs’ request to sever and stay fiduciary duty


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


Additional Delaware guidance on avoiding extra-contractual fraud claims in sale transaction
  • Ropes & Gray LLP
  • USA
  • June 14 2017

On November 30 2016 Vice Chancellor Bouchard of the Delaware Court of Chancery issued an opinion that provides additional guidance on how 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


One Year After Ambac: Sharing Information Among Deal Parties
  • Wilmer Cutler Pickering Hale and Dorr LLP
  • USA
  • June 13 2017

On June 9, 2016, the New York Court of Appeals issued its decision in Ambac Assurance Corp. v. Countrywide Home Loans Inc. and held that the common


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


Are Below-the-Merger-Price Appraisal Results Likely To Become More Common?The Critical Misconception Relating to the SWS Decision
  • Fried Frank Harris Shriver & Jacobson LLP
  • USA
  • June 13 2017

In In re Appraisal of SWS Group Inc. (May 30, 2017), the Delaware Court of Chancery, relying on a discounted cash flow analysis, determined that the


Post M&A Disputes: Breach of Indemnification Clauses in M&A Contract
  • Baker McKenzie
  • Global, USA
  • June 12 2017

Indemnification clauses are common in share purchase agreements (“SPA”). Post M&A disputes frequently concern alleged breaches of such clauses. These


Delaware Court of Chancery Finds Vote Coercive and Insufficient to Cleanse Board Action
  • Paul, Weiss, Rifkind, Wharton & Garrison LLP
  • USA
  • June 8 2017

In a recent decision in Sciabacucchi v. Liberty Broadband Corporation, Vice Chancellor Glasscock of the Delaware Court of Chancery held that a