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No Payday for Objecting Stockholders as Delaware Supreme Court Reverses Appraisal Ruling
  • White & Case LLP
  • USA
  • August 21 2017

The Delaware Supreme Court recently reversed a Delaware Chancery Court's finding that a private equity buyer had underpaid in connection with its

Sidley Perspectives on M&A and Corporate Governance - August 2017
  • Sidley Austin LLP
  • USA
  • August 10 2017

One of today’s more widely debated issues in the M&A space concerns the precise scope, application and boundaries of the Delaware Supreme Court’s

Governance & Securities Law Focus: Latin America Edition, August 2017
  • Shearman & Sterling LLP
  • European Union, Hong Kong, Italy, United Kingdom, USA
  • August 9 2017

On June 29, 2017, the US Securities and Exchange Commission's ("SEC") Division of Corporation Finance announced that, beginning on July 10, 2017, it

Court Considers Fiduciary Duties in Merger under Minnesota Law
  • Stinson Leonard Street LLP
  • USA
  • August 8 2017

The United States District Court for the District of Minnesota considered the application of the fiduciary duties of directors in the context of a

Securities and Exchange Commission Addresses Virtual Currencies and Blockchain Technology
  • Montgomery McCracken Walker & Rhoads LLP
  • USA
  • August 3 2017

On July 25, 2017, the SEC issued a Report of Investigation under Section 21(a) of the Securities Exchange Act of 1934 (Exchange Act) describing an

Let the Buyer (of Preferred Stock) Beware
  • Thompson Hine LLP
  • USA
  • July 27 2017

Investment in preferred stock almost always includes a number of advantages over common stock: preference in assets should the corporation be

Delaware Law Updates - Delaware Supreme Court Rejects Over Expansive Application Of True-Up Provision In Purchase Agreement
  • McCarter & English LLP
  • USA
  • July 21 2017

The Delaware Supreme Court reversed the Court of Chancery’s entry of judgment on the pleadings based on a flawed interpretation of the purchase

Governance & Securities Law Focus: Europe Edition, July 2017
  • Shearman & Sterling LLP
  • European Union, Hong Kong, Italy, United Kingdom, USA
  • July 19 2017

On 26 June 2017, the European Commission (the "Commission"), published guidelines on the methodology to be adopted by certain large companies and

Court of Chancery Denies Motion to Dismiss Claim Alleging that General Partner Breached Contractual Duty of Good Faith
  • K&L Gates
  • USA
  • July 17 2017

In Morris vs. Spectra Energy Partners (DE) GP, LP, the Court of Chancery of the State of Delaware found that a limited partner adequately pled that

A Greek Company Mines for Magnesite and Strikes Gold for Inbound Investors
  • Vinson & Elkins LLP
  • USA
  • July 17 2017

On July 13, 2017, the Tax Court issued an opinion in Grecian Magnesite Mining, Industrial & Shipping Co., SA v. Comm’r, 149 TC No. 3 (2017) that could