John Reiss

John Reiss

White & Case LLP

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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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