Edward Welch

Edward Welch

Skadden, Arps, Slate, Meagher & Flom LLP

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"Amendments to Delaware General Corporation Law Signed Into Law"

On June 16, 2016, Delaware Gov. Jack Markell signed into law amendments to the Delaware General Corporation Law (DGCL) described in our March 16, 2016, client alert. Among the amendments are changes to Section 262 to impose...more

6/20/2016 - Appraisal Rights Asset Purchaser Board of Directors Corporate Counsel Delaware General Corporation Law Mergers New Amendments Shareholder Rights Shareholders Short-Form Mergers Stock Purchase Agreement Tender Offers

Insights: The Delaware Edition - May 2016

This issue focuses on important, developing areas of Delaware corporation law and deal litigation, including the Court of Chancery’s clarification of its evolving views about disclosure-based deal litigation settlements;...more

5/21/2016 - Acquisitions Aiding and Abetting Board of Directors Books & Records Buyouts Controlling Stockholders DE Supreme Court Demand Futility Derivative Suit Disclosure-Based Settlements Fiduciary Duty Financial Adviser Mergers Plainly Material Standard Pleadings Securities Litigation Shareholder Demands Shareholder Litigation Standard of Review

"Recent Delaware Cases Clarify Existing Limits and Adopt Novel Condition in Books-and-Records Demands"

Recent Delaware cases have helped clarify the limits of what the Court of Chancery will consider in a books-and-records demand under 8 Del. C. § 220, and one case has adopted a novel condition that defendants may seek to...more

5/20/2016 - Books & Records Breach of Duty Burden of Proof Derivative Suit Dismissals Fiduciary Duty Mergers Pleading Standards Shareholder Demands Shareholder Litigation Statute of Limitations

"Proposed Delaware General Corporation Law Amendments Would Address Appraisal Proceedings, Short-Form Mergers, Court of Chancery...

On March 16, 2016, the Corporation Law Council of the Delaware State Bar Association announced proposed amendments to the Delaware General Corporation Law (DGCL) intended to address appraisal proceedings, Section 251(h)...more

3/17/2016 - Appraisal Delaware General Corporation Law Jurisdiction Proposed Amendments Short-Form Mergers Voting Requirements

Inside the Courts - An Update From Skadden Securities Litigators - May 2015 / Volume 7 / Issue 2

In This Issue: - U.S. Supreme Court: ..Omnicare, Inc. v. Laborers Dist. Council Constr. Indus. Pension Fund, 135 S. Ct. 1318 (4th Cir. Mar. 16, 2015) - Auditor Liability: ..In re Advanced Battery Techs.,...more

6/2/2015 - Auditors Books & Records CAFA Class Action Class Certification Derivative Suit Fiduciary Duty Justifiable Reliance Misrepresentation Omissions Pleading Standards Scienter SCOTUS Securities Fraud Settlements Statute of Limitations Statute of Repose Whistleblowers

"Proposed DGCL Amendments to Address Fee Shifting, Forum Selection and Appraisal Proceedings"

On March 6, 2015, the Corporation Law Council of the Delaware State Bar Association announced proposed amendments to the Delaware General Corporation Law (DGCL) intended to address fee shifting, forum selection and appraisal...more

3/10/2015 - Appraisal ATP Tours Bylaws Fee-Shifting Forum Selection Incorporation Mergers Proposed Amendments Publicly-Traded Companies

"Fee-Shifting Bylaws: The Current State of Play"

As previously reported, on May 8, 2014, the Delaware Supreme Court issued an opinion in ATP Tour, Inc. v. Deutscher Tennis Bund (German Tennis Federation), No. 534,2013 (Del. May 8, 2014), holding that fee-shifting provisions...more

6/20/2014

"Fee-Shifting Bylaws: The Delaware Supreme Court Decision in ATP Tour, Its Aftermath and the Potential Delaware Legislative...

On May 8, 2014, the Delaware Supreme Court issued an opinion in ATP Tour, Inc. v. Deutscher Tennis Bund (German Tennis Federation), No. 534, 2013 (Del. May 8, 2014), holding that fee-shifting provisions in a Delaware...more

5/23/2014 - Attorney's Fees Bylaws Fee-Shifting Shareholder Litigation Shareholders

"Proposed Amendments to the Delaware General Corporation Law"

On April 17, 2014, the Corporation Law Section of the Delaware State Bar Association proposed legislation that, if adopted, would amend the Delaware General Corporation Law (the DGCL) in a number of important ways. Proposed...more

4/17/2014 - Controlling Stockholders Corporate Governance Proposed Amendments Shareholders Stocks

"Inside the Courts: Delaware Supreme Court Reaffirms Core Derivative Standing Principles"

Yesterday, the Delaware Supreme Court issued a much-anticipated opinion addressing the continuous ownership requirement for stockholders in derivative lawsuits, derivative standing, and the fraud exception to the continuous...more

9/11/2013 - Corporate Officers Derivatives Directors Fraud Mergers Standing Stocks

"Rethinking Director Nomination Requirements and Conduct in an Era of Shareholder Activism"

This memorandum identifies and discusses a number of steps public companies may wish to consider regarding director nomination requirements and conduct in light of the heightened potential for arrival on the board of activist...more

7/1/2013 - Board of Directors Bylaws Confidential Information Corporate Governance Nominations Shareholder Activism Shareholders

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