John Reiss

John Reiss

White & Case LLP

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No Auction Required – Delaware Supreme Court Affirms Board Flexibility under Revlon

Ruling that an active solicitation process is not necessarily required for a target board of directors to satisfy its fiduciary duties in a change of control transaction, the Delaware Supreme Court overturned a preliminary...more

12/22/2014 - Auction Board of Directors Energy Sector Fiduciary Duty General Solicitation Injunctions Merger Agreements Revlon Standard Shareholder Litigation

Back in the game: The rise of US M&A

US M&A is bouncing back - After a tough few years, acquisitions in the United States have seen a remarkable resurgence - The first half of 2014 saw a great dealmaking revival in the United States. Deal values...more

11/9/2014 - Acquisitions Biotechnology Buyouts CFIUS China Corporate Taxes Due Diligence EU Foreign Investment Inversion Mergers Pharmaceutical Manufacturers Popular Private Equity Takeover Bids Telecommunications

Recent Practical Effects of “Just Saying No”

In the past few months, we have seen an increasing number of hostile or unsolicited M&A bids where boards of directors of target companies have resisted bidders’ advances. Traditionally, the board-friendly Delaware approach,...more

7/17/2014 - AstraZeneca Board of Directors Business Judgment Rule Delaware General Corporation Law Fiduciary Duty Hostile Takeover Pfizer Target Company

Delaware Supreme Court Confirms Liability for Failure to Negotiate in Good Faith

On appeal from the Delaware Court of Chancery, the Delaware Supreme Court, in SIGA Technologies, Inc. v. PharmAthene, Inc., recently held that an agreement to negotiate in good faith in accordance with a term sheet is an...more

6/6/2013 - Incorporation Liability License Agreements Mergers Negotiations Terms and Conditions

Delaware Court of Chancery Finds Business Judgment Rule Review Standard Applicable to Controlling Stockholder Merger Conditioned...

A recent decision of the Delaware Court of Chancery, In re MFW Shareholder Litigation, held that the business judgment rule standard of review applies in cases where a going-private transaction has been conditioned on both...more

6/5/2013 - Board of Directors Business Judgment Rule Controlling Stockholders Corporate Governance Going-Private Transactions Shareholders Stocks

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