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Results: 1-10 of 8,040

Delaware Supreme Court Reverses And Remands Appraisal Award But Rejects Bright-Line Presumption In Favor Of Deal Price
  • Shearman & Sterling LLP
  • USA
  • August 15 2017

On August 1, 2017, the Delaware Supreme Court, in an opinion by Chief Justice Leo E. Strine, Jr., reversed and remanded an appraisal ruling that had


Delaware Court Of Chancery Recommends Limiting The Preclusive Effect Of Prior Decisions On Demand Futility In Derivative Lawsuits
  • Shearman & Sterling LLP
  • USA
  • August 15 2017

On July 25, 2017, Chancellor Andre G. Bouchard of the Delaware Court of Chancery issued a supplemental opinion, responding to a remand order from the


Another Working Capital Claim Fails in Delaware Because of Liability Limitations
  • Stinson Leonard Street LLP
  • USA
  • August 10 2017

In Chicago Bridge & Iron Co. N.V. v. Westinghouse Electric Co. LLC, the Delaware Court of Chancery declined to permit the purchaser of a business to


Delaware Supreme Court Provides Guidance on Factors to Consider in Appraisal Valuation Procedure in Context of DFC Global Appraisal Action
  • Ropes & Gray LLP
  • USA
  • August 10 2017

In DFC Global Corp. v. Muirfield Value Partners, L.P., the Delaware Supreme Court reversed and remanded the Court of Chancery's appraisal decision


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


Delaware Court Of Chancery Finds Demand Futility Where Plaintiff Adequately Alleged That Board’s Approval Of Challenged Transactions Was Grossly Negligent And Board Was Not Adequately Informed
  • Shearman & Sterling LLP
  • USA
  • August 8 2017

On August 1, 2017, Vice Chancellor Tamika Montgomery-Reeves of the Delaware Court of Chancery denied a motion to dismiss a stockholder complaint


Delaware Chancery Court Holds Garner Fiduciary Exception Does Not Justify Compelled Production Of Privileged Documents Relevant To A Derivative Litigation In Response To A Section 220 Demand Brought By The Same Plaintiffs
  • Shearman & Sterling LLP
  • USA
  • August 8 2017

On July 27, 2017, Vice Chancellor Joseph R. Slights III of the Delaware Court of Chancery found that stockholder plaintiffs had not satisfied their


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


Avoiding the Mindless Use of the Brainless MAC Clause
  • Weil Gotshal & Manges LLP
  • USA
  • August 7 2017

The sea squirt is an animal that begins life with a brain and a tail. Immediately after it is born, it uses its brain and tail to propel itself