Herbert Kozlov

Herbert Kozlov

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Top Courts in Delaware and New York Affirm Business Judgment Rule Protection Where Procedural Safeguards are Followed

In recent decisions, both the Delaware Supreme Court and the New York Court of Appeals affirmed defendant-friendly lower court rulings, holding that, if appropriate procedural safeguards are employed in M&A transactions,...more

5/11/2016 - Aiding and Abetting Appeals Board of Directors Breach of Duty Business Judgment Rule DE Supreme Court Fiduciary Duty Going-Private Transactions Kenneth Cole Mergers Shareholder Litigation Standard of Review

Delaware Chancery Court Applies Entire Fairness Standard to Consulting Agreement Among Affiliates of a Controlling Shareholder

In the recent decision of In re EZCORP Inc. Consulting Agreement Derivative Litigation, C.A. No. 9962-VCL (Jan. 25, 2016), the Delaware Court of Chancery clarified the standard of review when faced with shareholder challenges...more

2/12/2016 - Audit Committee Breach of Duty Controlling Stockholders Corporate Counsel DE Supreme Court Demand Futility Entire Fairness Standard Fiduciary Duty Publicly-Traded Companies Shareholders

Financial Advisor Conflicts of Interests: Rural/Metro and Other Recent Cases

In a series of recent decisions, Delaware courts have emphasized the potential risks arising when a board’s financial advisor has a conflict of interests. The board of an acquired entity generally will enjoy the...more

12/11/2015 - Aiding and Abetting Board of Directors Business Judgment Rule Change of Control Conflicts of Interest DE Supreme Court Financial Adviser

Life lines: Life sciences M&A and the rise of personalised medicine

The second report in our Deal Dimensions series, written in collaboration with Mergermarket and launched today, reveals that 94 per cent of life sciences companies are planning an acquisition in the next year, with more than...more

11/11/2015 - Biotechnology De-Risking Life Sciences Personalized Medicine Pharmaceutical Industry Private Equity Research and Development Surveys

Delaware Court of Chancery Cautions Directors: Be Vigilant in Recognizing Advisor’s Conflict of Interests

Shareholders challenged the merger of Zale Corporation with Signet Jewelers Ltd. In a decision dated October 1, 2015, the Delaware Court of Chancery credited allegations that the board of directors of Zale breached its...more

10/22/2015 - Aiding and Abetting Board of Directors Breach of Duty Conflicts of Interest Duty of Care Exculpatory Clauses Fiduciary Duty Financial Adviser Omissions Representations and Warranties Revlon Standard Shareholder Litigation Shareholders

Delaware Court Limits Stockholder Ratification Defense for Derivative Claim Challenging Director Compensation - Court Permits...

In Calma v. Templeton, et al., C.A. No. 9579-CB, (Del. Court of Chancery, April 30, 2015), the stockholders of Citrix Systems, Inc. (the “Company” or “Citrix”) had previously approved a compensation plan with few limits;...more

5/8/2015 - Board of Directors Derivative Suit Directors Executive Compensation Fiduciary Duty Ratification Restricted Stocks Shareholders Unjust Enrichment

Delaware Court of Chancery Applies Business Judgment Rule to Directors Who Approve Merger Supported by Large Shareholders

In its October 24, 2014, decision in In re Crimson Exploration Inc. Stockholder Litigation, C.A. No. 8541, the Delaware Court of Chancery confirmed that the business judgment rule is applicable in evaluating claims for breach...more

11/21/2014 - Breach of Duty Business Judgment Rule Conflicts of Interest Controlling Stockholders Directors Oil & Gas Shareholder Litigation Shareholders Stock-for-Stock Merger

Delaware Court Confirms Applicability of Business Judgment Rule to Investment Decisions of Insolvent Corporations

In its October 1, 2014 decision in Quadrant Structured Prods. Co. v. Vertin, et al., C.A. No. 6990, the Delaware Court of Chancery applied the protections afforded under the business judgment rule to investment strategies...more

10/24/2014 - Board of Directors Business Judgment Rule Creditors Derivative Complaint Fairness Standard Insolvency Investment Portfolios Transfer of Assets

Delaware Supreme Court Approves Fee-Shifting Bylaw for Non-Stock Corporations - The Court’s Reasoning Suggests These Provisions...

In its May 8, 2014 decision in ATP Tour, Inc. v. Deutscher Tennis Bund, No. 534, 2013, --- A.3d ----, 2014 WL 1847446 (Del. May 8, 2014), the Delaware Supreme Court may have opened the door to the adoption by Delaware...more

5/20/2014 - Board of Directors Bylaws Corporate Officers Delaware General Corporation Law Directors Fee-Shifting Shareholder Litigation Shareholders

Delaware Supreme Court Affirms Criteria for Applying the Business Judgment Rule to Controlling Stockholder Going-Private...

In Kahn, et al. v. M & F Worldwide Corp., et al., 2014 WL 996270 (Del. Mar. 14, 2014), the Delaware Supreme Court unanimously affirmed that, when certain procedural safeguards are implemented at the outset of negotiations, a...more

3/27/2014 - Business Judgment Rule Controlling Stockholders MFW Minority Shareholders Shareholder Litigation Shareholders

Financial Advisor Found Liable for Aiding and Abetting Director Breaches of Fiduciary Duties in Connection With Cash-Out Merger -...

In a 91-page post-trial decision, Chancellor Travis Laster found RBC Capital Markets LLC (“RBC”) liable for aiding and abetting breaches of fiduciary duty in connection with RBC’s role as a financial advisor in the 2011 $438...more

3/17/2014 - Aiding and Abetting Banks Board of Directors Breach of Duty Canada Fiduciary Duty Professional Liability

New York Court Holds That Revlon Standards Are Not Triggered In A Stock-for-Stock Merger Where No Change of Control Results

The recent decision in Badowski v. Corrao, No. 652986/2011, NYLJ 1202642854864 (Sup. Ct. N.Y. County, Commercial Division), is a timely application by a New York court of the limitations of so-called Revlon duties to...more

2/24/2014 - Mergers Proxy Statements Revlon Standard Stocks

'All' Means All: The Attorney-Client Privilege and Corporate Mergers in Delaware

On November 15, 2013, in an opinion by Chancellor Strine, the Delaware Court of Chancery held that, under Delaware law, following a corporate merger, the attorney-client privilege passes to the surviving corporation unless...more

11/21/2013

Delaware Court of Chancery Upholds Validity of Forum Selection Bylaws

On June 25, 2013, in a judicial development that should ease the burden of multi-jurisdiction litigation, Chancellor Leo E. Strine, Jr. of the Delaware Court of Chancery held that forum selection bylaws adopted by the...more

7/23/2013 - Bylaws Forum Forum Selection Forum Shopping Jurisdiction Multidistrict Litigation

Landmark Case – In re MFW Shareholders Litigation – to be Appealed

On May 29, 2013, Chancellor Leo E. Strine, Jr. of the Delaware Court of Chancery issued a decision that could potentially impact the structure of future going-private mergers by controlling stockholders....more

7/9/2013 - Appeals Going-Private Transactions Mergers MFW Shareholders

Delaware Court Permits Shareholder Damages Suit Against Novell Inc. Board To Continue - Alleged Lack of Board Impartiality in...

In a January 3, 2013 decision, the Delaware Court of Chancery declined to dismiss a shareholder class action lawsuit that claimed the Board of Novell Inc. breached its fiduciary duty in allowing a $2.2 billion sale of Novell...more

1/11/2013 - Aiding and Abetting Bad Faith Board of Directors Class Action Duty to Disclose Fiduciary Duty Patents Shareholder Litigation

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