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SEC Adopts Amendments to Rules Governing Financial Disclosures on Material Acquisitions and Dispositions of Businesses

In an effort to reduce the complexity and compliance costs of financial disclosures for significant acquisitions or dispositions of businesses, the SEC has adopted amendments to the applicable rules, reducing the scope of...more

The Caremark Chimera: Can Directors Be Liable when the Red Flag is hidden from Them?

On June 18, 2019, in Marchand v. Barnhill, the Delaware Supreme Court revived a stockholder derivative lawsuit against the directors of ice-cream manufacturer Blue Bell Creameries USA, Inc. The suit alleged breaches of the...more

Delaware Supreme Court Clarifies The Role Of Deal Price In Appraisal Proceedings

In a long-awaited decision regarding Delaware’s appraisal statute, the Delaware Supreme Court ruled that in determining the fair value of a company, there is no presumption that the agreed upon transaction price is the fair...more

SEC Issues New Guidance on Voting with Regard to Merger and Acquisition Transactions

On October 27, 2015, the Division of Corporation Finance of the SEC modified Section 201 of its Question and Answer guidance regarding SEC Rule 14a-4(a)(3) to require that if a material amendment to an acquiror’s...more

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