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In re MFW Decision Upheld by Delaware Supreme Court

Last week in Kahn v. M&F Worldwide Corp. (Del. March 14, 2014), the Delaware Supreme Court upheld the decision of the Court of Chancery in the In re MFW Shareholders Litigation (Del. Ch. May 29, 2013) case and also upheld the...more

3/18/2014 - Business Judgment Rule MFW Standard of Review Summary Judgment

Practice Tips for M&A Practitioners for 2014

Based on a number of cases decided by the Delaware courts in 2013, below we summarize practice tips regarding careful drafting of contractual provisions and complying with technical and statutory requirements....more

1/24/2014 - Attorney-Client Privilege Covenant of Good Faith and Fair Dealing Disclaimers Fiduciary Duty Fiduciary Liability Fraud LLC Reverse Triangular Mergers

Top 5 Delaware Case Developments in 2013 for M&A Practitioners

During 2013, in addition to the important changes to the Delaware General Corporation Law (“DGCL”) and the Limited Liability Company Act, described here, the Delaware courts issued a number of decisions that have a direct...more

1/22/2014 - Board of Directors Business Judgment Rule CEOs Fairness Hearings Forum Selection Clause Going-Private Transactions Minority Shareholders Preferred Shares Shareholders Single-Bidder Sales Standard of Review

Is It Time to Adopt a Forum Selection Bylaw?

The boards of all public companies should consider adopting a forum selection bylaw, if they have not already put one in place. The purpose of such a provision is to designate an exclusive venue for stockholder derivative...more

1/8/2014 - Board of Directors Bylaws Corporate Governance Forum Selection Clause

Is It Time to Adopt a Forum Selection Bylaw?

On June 25, 2013, the Delaware Court of Chancery upheld the facial validity of forum selection bylaws unilaterally adopted by the boards of directors of Chevron Corporation and FedEx Corporation.1The decision is welcome news...more

7/1/2013 - Board of Directors Bylaws Corporate Governance Forum Selection Clause

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