Herbert Kozlov

Herbert Kozlov

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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 Clause 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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