Evelyn Cruz Sroufe

Evelyn Cruz Sroufe

Perkins Coie

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Latest Publications


Delaware Court’s Finding of $148 Million Fraud by Dole CEO and General Counsel Offers Major Lessons in Take-Private Deals

The Delaware Chancery Court ordered Dole Food Co. Inc. CEO David Murdock and General Counsel Michael Carter to pay Dole shareholders $148 million for fraud in connection with the company’s 2013 take-private deal. The August...more

9/8/2015 - Controlling Stockholders Corporate Counsel Corporate Governance Dole Food Fiduciary Duty Fraud Publicly-Traded Companies Shareholder Litigation Shareholders Stocks Young Lawyers

Delaware Chancery Court Applies M&F Worldwide Six-Factor Test in Private Company Freeze-Out Merger and Grants Motion to Dismiss...

In a bench ruling in Swomley v. Schlecht, C.A. No. 9355-VCL (Del. Ch. Aug. 27, 2014), the Delaware Chancery Court relied on the six-factor test set out in Kahn v. M&F Worldwide Corp., 88 A.3d 635 (Del. 2014), to dismiss a...more

9/25/2014 - Business Judgment Rule Controlling Stockholders Dismissals Freeze-Out Mergers Privately Held Corporations

M&F Worldwide: Delaware Supreme Court Upholds Business Judgment Review In Controlling Stockholder Transaction

When a controlling stockholder’s buyout of a company has been challenged by minority stockholders, Delaware courts have generally subjected the transaction to entire fairness review, the most rigorous standard of review in...more

3/26/2014 - Business Judgment Rule Controlling Stockholders MFW Minority Shareholders Shareholder Litigation Shareholders

Revlon “Ring-Fencing” Settlement: Greater Risk Of SEC Enforcement Activity In Going Private Transactions?

On June 13, 2013, the Securities and Exchange Commission announced the settlement of administrative proceedings against Revlon, Inc. In the settlement order, the SEC asserted that the company hid information regarding a 2009...more

6/24/2013 - 401k Board of Directors Going-Private Transactions Revlon Ring-Fencing SEC Securities Exchange Act Settlement Shareholders

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