The Background: After unsuccessfully trying to convince the special committee not to implement a plan to liquidate a business line, which the controlling stockholder believed would destroy value, the controlling stockholder...more
The Situation: On July 22, 2020, the U.S. Securities and Exchange Commission ("SEC") adopted final rule amendments to regulate proxy voting advice as part of its emphasis on modernizing the proxy process. The final SEC...more
8/19/2020
/ Anti-Fraud Provisions ,
Conflicts of Interest ,
Corporate Governance ,
Disclosure Requirements ,
Final Rules ,
Policies and Procedures ,
Proposed Amendments ,
Proxy Advisors ,
Proxy Advisory Firms ,
Proxy Voting Guidelines ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Solicitation
The Delaware Supreme Court upholds a lower court's decision to allow Fresenius to sever its merger agreement with Akorn.
On December 7, 2018, the Delaware Supreme Court unanimously affirmed Vice Chancellor Travis Laster's...more
The Situation: A Delaware court recently found that a board breached its fiduciary duties by bowing to activist pressure and engaging in a sale rather than continuing the business as a going concern.
The Case: In re PLX...more
The Situation: In a significant decision, a Delaware court found that a target company has suffered a material adverse effect ("MAE"), allowing a would-be buyer to abandon an announced merger.
The Case: In Akorn, Inc. v....more
China's State Council recently issued a new notice ("New ODI Guidelines") as a follow-up to the overseas investment control policy that it announced in December 2016. The New ODI Guidelines provide further guidance regarding...more