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Real Estate Capital Markets- Fall 2022

USA - November 16 2022 In November 2021, the U.S. Securities and Exchange Commission (SEC) adopted new Rule 14a-191 and amendments to existing rules to require the use of a…

Anna Knecht Page, James V. Davidson, Mayme Beth F. Donohue, James A. Kennedy, II, George C. Howell III, Samuel M. Kardon, Joshua Milgrom, Kate Saltz, Kendal A. Sibley, Robert K. Smith, Allison M. Stelter, Mark W. Wickersham, David C. Wright

A Quick Guide to Officer Exculpation Under Delaware Law

USA - September 9 2022 We have provided below a series of Q&A relating to the recent amendment to the Delaware General Corporation Law (the “DGCL”) authorizing a provision…

Allen C. Goolsby

Court Addresses Extraordinary Dividend Paid in Connection with Merger

USA - September 7 2022 The Delaware Supreme Court recently addressed the effect an extraordinary dividend had on stockholders’ appraisal rights in a merger. In the…

Court Finds Conflict of Interest Due to Private Equity Fund’s Need to Sell Portfolio Company and Wind Up Investment Fund

USA - September 6 2022 In a recent case, the Delaware Court of Chancery upheld claims that a private equity fund had a conflict of interest in selling a portfolio company…

Gregory J. Schmitt, Richard Warren

Do Companies Need to Amend Their Bylaws for Universal Proxies?

USA - September 1 2022 Companies should consider whether to amend their bylaws in connection with the SEC’s new universal proxy rule, which will be effective for…

Melinda Brunger, James A. Kennedy, II, Scott H Kimpel, G. Michael O'Leary