Frederick Callori

Frederick Callori

Choate Hall & Stewart LLP

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Del. Chancery Criticizes Bankers Again in Rural Metro; Undisclosed Conflicts Can Make Sale Process Unreasonable

What you need to know: A recent Delaware Chancery Court decision reinforced the premise that directors of Delaware corporations will be held culpable if they conduct an M&A process based on inadequate information...more

4/7/2014 - Banks Conflicts of Interest Disclosure Requirements

FINRA Enhances Public Offering Review Process, Including Same Day Clearance

What you need to know: FINRA has enhanced its review process for approving underwriter compensation arrangements in public offerings by implementing new procedures for immediate same day clearance of shelf...more

10/24/2013 - Clearance Compliance Filing Requirements FINRA Public Offerings

New Delaware Law May Facilitate the Use of Tender Offer Structures in Merger Transactions

What you need to know: In August 2013, a new law went into effect in Delaware that allows buyers, subject to certain conditions, to quickly consummate a back-end merger without stockholder approval following a tender...more

9/6/2013 - Fiduciary Duty Mergers New Legislation Shareholder Votes Short-Form Mergers Tender Offers

New Fundraising Opportunities for Issuers and Private Funds: SEC Lifts Ban on General Solicitation and General Advertising in...

What you need to know: On July 10, the SEC eliminated a ban contained in Rule 506 of Regulation D on the use of general solicitation in connection with fundraising activities. As a result, private companies and...more

7/15/2013 - Advertising General Solicitation Hedge Funds JOBS Act Marketing Private Equity Private Placements Regulation D Rule 144A Rule 506 Offerings SEC Venture Capital

Delaware Chancery Court Offers New Guidance for Boards Considering Single-Bidder Sale Processes

What you need to know: The Delaware Court of Chancery has put companies on notice that sale processes that involve a single bidder, while permissible, must be designed to ensure that the board satisfies its Revlon duty...more

7/4/2013 - Board of Directors Don't Ask - Don't Waive Injunctions Revlon Standard Single-Bidder Sales Standstill Agreements

Going-Private Mergers with Controlling Stockholders Subject to Business Judgment Under Right Circumstances - At Least For Now

What you need to know: A recent decision by the Delaware Court of Chancery holds that a going-private merger with a controlling stockholder will be subject to the business judgment rule, not entire fairness review, if...more

6/20/2013 - Board of Directors Business Judgment Rule Controlling Stockholders Going-Private Transactions

Public Companies Can Use Social Media for Key Company Announcements as Long as Investors Are Notified in Advance

What you need to know: The SEC recently stated that companies can use social media to make announcements without violating Regulation FD — if investors, the market and the media have proper prior notification regarding...more

4/9/2013 - Disclosure Requirements Facebook Investors Public Disclosure Regulation FD Securities Social Media Twitter

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