Lexology PRO | Australia, Canada, European Union, etc. | 19 Jun 2020
Lexology Pro Compliance takes a look at some of the most informative articles published on Lexology this fortnight for compliance teams to stay up-to-date, including key guidance from regulators around the world and practical tips to help businesses adapt to a new normal.
Kennedys Law LLP | USA | 28 Jul 2011
The ‘alien’ is equally adored and vilified in American pop-culture, whether it be the moustachioed gun-toting Mexican bandito hot footing it over the border or the bug eyed, tentacle waving visitors from outer space.
BoyarMiller | USA | 22 Jul 2011
On July 13, 2011, the Wall Street Journal's Law Blog referenced a report about the increased number of class action lawsuits seeking damages for lost share value filed by investors against companies involved in mergers and acquisitions.
Chadbourne & Parke LLP | USA | 20 Jun 2011
In a recent decision underscoring the significance of choice of law in determining successor liability, a California federal district court dismissed a purported class action against Bank of America (“BofA”), holding that, under Delaware law, by acquiring substantially all of Countrywide’s assets, BofA did not assume Countrywide’s liabilities.
Orrick, Herrington & Sutcliffe LLP | USA | 6 Oct 2010
On September 22, 2010, the U.S. Court of Appeals for the Sixth Circuit affirmed dismissal of a class action lawsuit brought by shareholders of Accredo Health Group, Inc. against Ernst & Young LLP for failure to make a case that Ernst & Young committed fraud in audit reports issued in connection with Accredo's acquisition of Gentiva Health Services, Inc.
Alston & Bird LLP | USA | 2 Aug 2010
The use by purchasers of comprehensive due diligence request lists and carefully crafted representations and warranties is a staple of M&A transactions.
Alston & Bird LLP | USA | 12 Jul 2010
In Arkansas Teacher Retirement System v. Anthony Caiafa, the Supreme Court of Delaware followed case law holding that a stockholder-plaintiff loses standing in a derivative suit when the corporation-defendant merges with another company, but suggested in dicta a broadening of the fraud exception to such case law.
Latham & Watkins LLP | USA | 28 Apr 2010
Vice Chancellor Laster, in a recent decision, endorsed the validity of a Delaware charter provision selecting the Delaware Court of Chancery as the exclusive forum for the resolution of all intra-corporate disputes including claims asserting breach of fiduciary duty or seeking, under state law, to overturn directors' business judgments concerning matters ranging from the routine to potential......
Stikeman Elliott LLP | USA | 6 Apr 2010
This ruling by Vice Chancellor Laster of the Delaware Court of Chancery reminds us that in a commercial relationship, the contract reigns supreme.
Potter Anderson & Corroon LLP | USA | 24 Aug 2009
In this consolidated class action in which several Countrywide Financial Corporation (“Countrywide”) shareholders sought to enjoin a merger between Countrywide and Bank of America Corporation (“BOA”), the Court of Chancery rejected class member SRM Global Fund Limited Partnership’s (“SRM”) new objections, certified the action as a class action and approved the modified proposed settlement......