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Delaware legislature prohibits fee shifting and authorizes exclusive forum selection
  • Pepper Hamilton LLP
  • USA
  • July 29 2015

Delaware corporations should evaluate their certificates of incorporation or bylaws in light of new amendments to the Delaware General Corporation

Option holders cannot be burdened with escrow in merger transaction
  • Stinson Leonard Street LLP
  • USA
  • July 28 2015

In Fox v. CDX Holdings, Inc., the Delaware Court of Chancery held that option holders could not be burdened by an escrow imposed on equity holders in

Recent Georgia case illustrates how not filing a tax bulk sales notice in an asset purchase can be costly to the buyer
  • Duane Morris LLP
  • USA
  • July 28 2015

Virtually every state has a tax bulk sales provision that requires buyers of business assets to file a notice with the state of any purchase of

Securities and corporate governance litigation quarterly - July 28, 2015
  • Seyfarth Shaw LLP
  • USA
  • July 28 2015

The Delaware Supreme Court recently addressed issues of “good faith” in an earn-out provision in Lazard Technology Partners, LLC v Qinetiq North

The ropes recap: mergers & acquisitions law news
  • Ropes & Gray LLP
  • United Kingdom, USA
  • July 22 2015

Post-closing purchase price and working capital adjustments are common in mergers and acquisitions, as are disputes between the transaction parties

Earning earn-outs: new decision affirms the dangers of not negotiating objective measures and standards in earn-out provisions
  • McCarthy Tétrault LLP
  • Canada, USA
  • July 22 2015

Earn-out provisions are intended to provide a "win-win" scenario for buyers and sellers to maximize their post-closing returns. However, they can

With reservations, Delaware Chancery Court grants summary judgment to Dell in appraisal action sparked by going-private merger
  • Carlton Fields Jorden Burt
  • USA
  • July 22 2015

In a cash-out merger or consolidation, qualifying shareholders of a constituent Delaware corporation who do not vote in favor of the transaction may

Court permits settlement of appraisal demands on terms not available to all dissenters
  • Stinson Leonard Street LLP
  • USA
  • July 21 2015

Tiny deals can bring large complications. Mannix v. PlasmaNet, Inc. involved appraisal rights in a merger where the merger consideration, after

M&A team news- July 2015
  • Cooley LLP
  • USA
  • July 16 2015

As discussed in our March 2014 and April 2015 newsletters, in the last few years, there have been numerous developments in the law and practice

In case you missed it - interesting items for corporate counsel (cumulative) - July 15, 2015
  • Stoel Rives LLP
  • USA
  • July 15 2015

The SEC has finally proposed clawback rules, here, required by Section 954 of the Dodd-Frank Act. When adopted, the rules will require stock