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M&A Update: Delaware Supreme Court Clarifies the “Ab Initio” Requirement for Business Judgment Review of Controlling Stockholder Transactions in Flood v. Synutra
  • Cadwalader Wickersham & Taft LLP
  • USA
  • November 2 2018

In Flood v. Synutra Int’l Inc., the Delaware Supreme Court clarified its holding in Kahn v. M&F Worldwide Corp. (“MFW”). In MFW, the Court held that


‘Reasonable Efforts’ Clauses in Delaware: One Size Fits All, Unless
  • Skadden Arps Slate Meagher & Flom LLP
  • USA
  • November 1 2018

In Vice Chancellor J. Travis Laster's recent opinion in Akorn, Inc. v. Fresenius Kabi AG,1 he discusses (on pages 212-216) the general subject of


CII petitions NYSE and Nasdaq regarding multi-class share structures
  • Cooley LLP
  • USA
  • October 26 2018

The Council of Institutional Investors has announced that it has filed petitions with the NYSE and Nasdaq requesting that each exchange amend its


Synutra - A Practical Application of MFW or a Free Look for Controlling Stockholders?
  • Dechert LLP
  • USA
  • October 24 2018

In the recent decision of Flood v. Synutra International, Inc., a divided Delaware Supreme Court affirmed the Court of Chancery's dismissal of a


M&A Watch: Delaware Resolves Ambiguity Involving Take-Private Transactions
  • Shearman & Sterling LLP
  • USA
  • October 19 2018

In its recent decision in Arthur Flood v. Synutra International, Inc., et al., No. 101, 2018 opinion (Del. Oct. 9, 2018), the Delaware Supreme Court


Getting to Business Judgment in an Interested Transaction: Controlling Stockholder Must Put Procedural Protections in Place Prior to the Commencement of Economic Negotiations
  • Sheppard Mullin Richter & Hampton LLP
  • USA
  • October 17 2018

In Flood v. Synutra Int’l, Inc., No. 101, 2018, 2018 Del. LEXIS 460 (Del. Oct. 9, 2018), the Delaware Supreme Court (Strine, C.J.) held that a


Chancery Court finds that language of limited Partnership Agreement governs which claims survive summary judgment in master limited partnership’s related party transaction
  • K&L Gates
  • USA
  • October 17 2018

In Mesirov v. Enbridge Company, Inc., et al. C.A. No. 11314-VCS (Del. Ch. Aug.29, 2018), the Delaware Chancery Court dismissed five of eight counts


Chancery court allows Straight Path stockholders to pursue direct claims against company's former controlling stockholder
  • Ropes & Gray LLP
  • USA
  • October 17 2018

The Delaware Court of Chancery recently denied a motion to dismiss the claims of Straight Path Communications Inc's stockholders against the


M&A Litigation
  • Shearman & Sterling LLP
  • USA
  • October 16 2018

On October 9, 2018, the Delaware Supreme Court affirmed a decision of the Delaware Court of Chancery dismissing a lawsuit brought by stockholders of


Delaware Supreme Court Holds That Business Judgment Rule Applies To Controller Transactions As Long As MFW Conditions Are In Place Prior To Economic Negotiation
  • Shearman & Sterling LLP
  • USA
  • October 16 2018

On October 9, 2018, the Delaware Supreme Court affirmed a decision of the Delaware Court of Chancery dismissing a lawsuit brought by stockholders of