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Minnesota Supreme Court Rejects Delaware Test for Direct Versus Derivative Action
  • Stinson Leonard Street LLP
  • USA
  • August 16 2017

In a case arising out of the inversion transaction where Medtronic merged with Coviden, the Minnesota Supreme Court spoke on the proper test of


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


Director Equity Grants and Vote Buying Subject to Entire Fairness Review
  • Stinson Leonard Street LLP
  • USA
  • June 28 2017

In Williams v. Ji et al, the Delaware Court of Chancery examined an alleged scheme in which the Directors of Sorrento Therapeutics, Inc. granted


Court Finds Fraud Carve Out Ambiguous in Stock Purchase Agreement
  • Stinson Leonard Street LLP
  • USA
  • May 4 2017

In EMSI Acquisition, Inc., v. Contrarian Funds, LLC et al, the Delaware Court of Chancery examined a fraud carve out from an indemnification cap and


Understanding the New Lease Accounting Rules
  • Stinson Leonard Street LLP
  • USA
  • May 3 2017

The new lease accounting rules (Accounting Standards Update N0. 2016-02; Topic 842) will require the recognition of lease assets and lease liabilities


Drafting Contracts under the New Revenue Recognition Standard
  • Stinson Leonard Street LLP
  • USA
  • April 27 2017

The new revenue recognition standards under GAAP (Accounting Standards Update 2014-09; Topic 606) will be applicable to public companies for annual


FTC Announces Regulatory Reform Process
  • Stinson Leonard Street LLP
  • USA
  • April 17 2017

The FTC explained it was undertaking the following regulatory reform steps in a press release: New groups within the Bureau of Competition and the


Equity Grants to Directors Subject to Business Judgment Review as a Result of Specific Plan Limits
  • Stinson Leonard Street LLP
  • USA
  • April 5 2017

The Delaware Court of Chancery examined equity grants to directors in In Re Investors Bancorp, Inc. Stockholder Litigation. The equity incentive plan


Stockholder Vote Fails Corwin Test
  • Stinson Leonard Street LLP
  • USA
  • April 2 2017

In Re Saba Software, Inc. Stockholder Litigation considered whether the stockholder vote satisfied the Corwin test for a full informed, uncoerced vote


Sears and the Going Concern Footnote
  • Stinson Leonard Street LLP
  • USA
  • March 22 2017

Traditionally, there has been no guidance in US GAAP about management’s responsibility to evaluate whether there is substantial doubt about an