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A Fresh Look at Exclusive Forum Provisions

USA - May 28 2019 One common feature of large M&A transactions is the almost inevitable stockholder litigation challenging the transaction. Initially, this litigation...

Marvin Tagaban, Keith F. Higgins, Martin J. Crisp, Paul M. Kinsella.

Supreme Court Expands Scope of Liability for Securities Fraud

USA - March 29 2019 On March 27, 2019, the U.S. Supreme Court issued a 6-2 decision in Lorenzo v. SEC holding that an individual who is not a "maker" of a misstatement...

David.B Hennes, Daniel V. Ward, Martin J. Crisp, Douglas Hallward-Driemeier, R. Daniel O'Connor.

Delaware Supreme Court Cautions that “Partial and Elliptical Disclosures” Cannot Support the Application of Corwin Business Judgment Review

USA - July 12 2018 On July 9, 2018, the Delaware Supreme Court held in Morrison v. Berry that Corwin business judgment review will not apply to stockholder-approved...

David.B Hennes, Paul S. Scrivano, John E. Sorkin, Martin J. Crisp, Jane D. Goldstein.

New York Court of Appeals Adopts Delaware Law, Affirming Business Judgment Deference for Controlling Stockholder Transactions Structured with Minority Protections

USA - May 9 2016 On May 5, 2016, New York’s highest court confirmed that, under New York law, business judgment deferencerather than more searching “entire fairness”...

David.B Hennes, C. Thomas Brown.

Delaware Supreme Court disclaims Court of Chancery's conclusions on fiduciary duties of managers of Delaware LLCs

USA - December 4 2012 In an opinion issued on November 7, 2012, the Delaware Supreme Court left open the long-standing question of whether the Delaware Limited Liability Company Act imposes default fiduciary duties on managers of Delaware LLCs in the absence of an express contractual elimination of such duties....

Richard E. Gordet.