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Sidley Perspectives on M&A and Corporate Governance - December 2017
  • Sidley Austin LLP
  • USA
  • December 8 2017

On October 23, 2017, the SEC approved the PCAOB’s rule proposal to adopt Auditing Standard No. 3101, The Auditor’s Report

Delaware Court of Chancery Dismisses Fiduciary Duty Claims Despite Inapplicability of Corwin
  • Paul Weiss
  • USA
  • December 4 2017

Recently in van der Fluit v. Yates, the Delaware Court of Chancery dismissed fiduciary duty claims brought against the board of Opower, Inc. in

Choice of Laws Analyses Can Be Dispositive
  • McGuireWoods LLP
  • USA
  • November 22 2017

Although most jurisdictions agree on many basic privilege issues, some important variations remain. The most important involves a few states'

Delaware Court Of Chancery Rejects Books-And-Records Demand Driven By Entrepreneurial Counsel
  • Shearman & Sterling LLP
  • USA
  • November 21 2017

On November 13, 2017, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery rejected a stockholder’s demand to inspect books and records

Delaware Courts Continue to Define Appropriate Valuation Methodologies for Statutory Appraisal
  • Skadden Arps Slate Meagher & Flom LLP
  • USA
  • November 21 2017

Statutory appraisal actions remain one of the most closely watched areas of Delaware corporate law, and there have been significant developments in

Nonvoting Common Stock: A Legal Overview
  • Hunton & Williams LLP
  • USA
  • November 13 2017

Dual-class stock structures have recently been the subject of significant commentary.1 Much criticism has been levied at companies with

Non-Compete Agreements Are Getting Even More Personal
  • Vinson & Elkins LLP
  • USA
  • November 2 2017

In crafting their non-competes, employers often focus on the “big ticket” questions: How long can a former employee be sidelined? How large of an area

Chancery Court Partially Grants Books and Records Request
  • K&L Gates
  • USA
  • October 19 2017

In Mehta v. Kaazing Corporation, C.A. No. 2017-0087-JRS (Del. Ch. Sept. 29, 2017), the Delaware Court of Chancery partially granted and partially

Delaware Court Of Chancery Imposes Incorporation-By-Reference Condition On Section 220 Production, Consistent With Other Recent Decisions
  • Shearman & Sterling LLP
  • USA
  • October 17 2017

On October 12, 2017, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery agreed to impose an “incorporation-by-reference” condition on

Chancery Court Defines De Novo Standard of Review for Appeals of Receiver’s Decisions Disallowing Claims
  • K&L Gates
  • USA
  • October 16 2017

In B.E. Capital Management Fund LP v. Fund.Com Inc., C.A. No. 12843-VCL (Del. Ch. October 4, 2017), the Delaware Court of Chancery denied an appeal