Gardner Davis

Gardner Davis

Foley & Lardner LLP

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Latest Publications


Third Point LLC V. Ruprecht; Two-Tiered Poison Pill Withstands Judicial Review

In Third Point LLC v. Ruprecht, et al., C.A. No. 9469-VCP (Del.Ch. May 2, 2014), the Delaware Chancery Court denied a preliminary injunction challenging Sotheby’s stockholder rights plan, or so-called “poison pill,” which...more

5/7/2014 - Hedge Funds Poison Pill Shareholder Rights Sothebys Third Point Threshhold Requirements

The Impact of Kahn v. M&F Worldwide Corp.: Delaware Supreme Court Affirms That Business Judgment Review Applies to Properly...

In Kahn v. M&F Worldwide Corp., the Delaware Supreme Court unanimously affirmed the Court of Chancery’s decision that the more deferential business judgment rule standard of review, rather than an entire fairness standard of...more

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

Delaware Court Holds Investment Banker Liable for Aiding and Abetting Buyout Target Board’s Breach of Fiduciary Duty

The Delaware Chancery Court recently held a respected investment banking firm liable for aiding and abetting breaches of fiduciary duty by the target company board in connection with an allegedly flawed sale process. The...more

3/21/2014 - Aiding and Abetting Banks Breach of Duty Fiduciary Duty

Legislature Rewrites Florida LLC Law

The 2013 Florida Legislature made several important changes to the law governing Florida limited liability companies (LLCs). The new law was based primarily on the Revised Uniform Limited Liability Company Act as amended in...more

5/8/2013 - Bad Faith Charging Orders Corporate Governance LLC New Legislation Operating Agreements

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