Ed Batts

Ed Batts

DLA Piper

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The ban on fee-shifting bylaws is temporarily defeated – 4 points for public companies

The Delaware state senator responsible for introducing a proposed ban on fee-shifting bylaws has instead sponsored a resolution – unanimously passed in the Delaware state senate – to delay any vote on the proposed ban until...more

6/25/2014 - ATP Tours Bylaws Fee-Shifting Statutes Foreign Corporations

In an abrupt reversal, Delaware says "Ummm... Wait!" to fee shifting bylaws

It has been a dizzying couple of weeks for the Delaware Bar. Previously, the disaffected German tennis federation of the professional ATP tennis tour had sour grapes over the downgrading of the Hamburg tennis tournament and...more

5/28/2014 - ATP Tours Bylaws Delaware General Corporation Law Fee-Shifting Statutes Legislative Agendas SEC

Reducing startup brain damage: Delaware moves to further streamline corporate processes for emerging companies

Proposed amendments to the Delaware General Corporations Law (DGCL) for 2014 aim to significantly streamline routine questions that often prove vexing for emerging growth companies and newly formed subsidiaries of larger...more

5/22/2014 - Delaware General Corporation Law Emerging Growth Companies Startups

M&A statutes of limitations: Delaware moves to vanquish a legal relic

In a world of continuous innovation, it is an understatement that to varying degrees the law lags behind the times. But even measured by the glacial pace of judicial and statutory change, the notion of a corporate “seal” –...more

5/21/2014 - Commercial Contracts Indemnification IRS Proposed Amendments Statute of Limitations Successor Liability Tax Liability UCC

2014 Public Company M&A: a short, practical primer

In this new edition of the popular Public Company M&A Primer, originally published in 2013, Ed Batts covers recent changes in the M&A process for public companies. Are you considering bidding for a public company? Has...more

4/29/2014 - Acquisitions Competitive Bidding Confidential Information Confidentiality Agreements Hart-Scott-Rodino Act Mergers Non-Disclosure Agreement Restrictive Covenants

Muddy employee incentive issues in a disappointing exit: 9 practical tips for public company acquirers

In mediocre payout situations, transaction proceeds are unlikely to give a substantial (if any) return to common stockholders, yet may be sufficient to at least return the initial investment, and perhaps a liquidation...more

4/2/2014 - Incentive Compensation Incentives Investors Preferred Shares Shareholders

Cybersecurity and the duty of care: a top 10 checklist for board members

Visibility on information security, including cybersecurity as well as physical security aspects, is increasingly permeating corporate life. The relatively new SEC requirements for public disclosure of cybersecurity...more

1/24/2014 - Board of Directors Compliance Corporate Governance Cybersecurity Data Protection Disclosure Requirements Duty of Care Public Disclosure SEC

Nine questions and answers about exclusive forum provisions for stockholder litigation

In light of Delaware case law developments over the past year, exclusive forum provisions are being increasingly adopted by public companies. What should you know about this complex but important area of corporate governance?...more

1/24/2014 - Compliance Forum Selection Clause Shareholder Litigation Shareholders

M&A, joint ventures and hidden landmines: the threatened blowout of the Apollo Tyres/Cooper Tires merger

In an unusual oral bench opinion, supplemented the following day with a Saturday letter to affected counsel, Vice Chancellor Sam Glasscock III of the Delaware Chancery court has found that Apollo Tyre Limited, a US$39 billion...more

11/13/2013 - Breach of Contract China Joint Venture Manufacturers Mergers

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