K&L Gates LLP | USA | 20 Feb 2020
In the class action, In re Towers Watson & Co. Stockholders Litigation, C.A. No. 2018-0132-KSJM (Del. Ch. July 25, 2019), the Delaware Court of…
White & Case | Israel, USA | 26 Jan 2018
We have set out below observations for board members and senior management of Israeli companies based on our experiences of the last year. Activism…
Sidley Austin LLP | USA | 3 Oct 2017
Ideally, Minutes from the meeting of a Board of Directors reflect the degree of care and consideration with which...
Holland & Knight LLP | USA | 11 Feb 2013
On January 31, 2013, the Delaware Chancery Court dismissed a shareholder class action in which the plaintiffs alleged that the directors of a…
Fox Rothschild LLP | USA | 30 Nov 2011
In the case of Siamak “Sam” Elghanian v. Interclick, Inc., et al., C.A. No. 7066 (Del. Ch. 2011), the shareholders of interclick, Inc. (“interclick”) filed a class action complaint arising out of a decision of Interclick’s board of directors to facilitate a sale of interclick to Yahoo! Inc.
Potter Anderson & Corroon LLP | USA | 6 Jun 2011
In this opinion Vice Chancellor Strine declined to enjoin a merger between Massey Energy Co. (“Massey”) and Alpha Natural Resources, Inc. (“Alpha”), pursuant to which Massey shareholders will receive Alpha stock and $10 cash per share.
Herrick Feinstein LLP | USA | 13 May 2011
The Delaware Court of Chancery has preliminarily enjoined Atheros Communications Inc. from holding a meeting of its stockholders to vote on its proposed merger with Qualcomm Inc.
Potter Anderson & Corroon LLP | USA | 3 Mar 2011
In this post-trial opinion bringing to close a year-long public battle for the control of Airgas, Inc. (“Airgas” or the “Company”), the Delaware Court of Chancery has held that a board of directors may, in full compliance with its fiduciary duties as reviewed by the courts under Unocal and its progeny, maintain defenses in the face of a structurally non-coercive all-cash, fully financed......
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.
Herbert Smith Freehills LLP | Australia | 7 Jul 2010
While target boards tend to err on the side of prompt disclosure, immediate disclosure of preliminary proposals may not be in the best interests of the target company or its shareholders.