Frederick Callori

Frederick Callori

Choate Hall & Stewart LLP

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Chancery Court Provides Additional Room for Shareholders Challenging Change of Control Transactions

What you need to know: In its recent decision in Chen v. Howard-Anderson, Delaware’s Court of Chancery held that directors and officers may be found to have acted in bad faith, thereby breaching their fiduciary duty of...more

7/18/2014 - Bad Faith Board of Directors Change in Control Corporate Counsel Corporate Officers Directors Fiduciary Duty Personal Liability Shareholder Activism Shareholders

Supreme Court Lets Basic Presumption Stand for Securities Fraud Class Actions

What you need to know: The Supreme Court has declined to overturn a longstanding presumption that investors acquiring shares in an efficient market can be deemed to have relied on alleged misrepresentations. The...more

6/27/2014 - Basic v Levinson Class Certification Fraud Fraud-on-the-Market Halliburton Halliburton v Erica P. John Fund Presumption of Reliance SCOTUS Securities Fraud

Conflict Minerals Filing Tips – Deadline Approaching

What you need to know: Public companies are required to submit their conflict minerals filings by June 2nd. SEC guidance issued after a recent federal appeals court decision has effectively eliminated the...more

5/12/2014 - Conflict Mineral Rules Dodd-Frank Filing Deadlines Filing Requirements Form SD SEC Securities Exchange Act

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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