Michael Dube

Michael Dube

Choate Hall & Stewart LLP

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Chancery Court Provides Additional Room for Shareholders Challenging Change of Control Transactions

What you need to know: In its recent decision in Chen v. Howard-Anderson, Delaware’s Court of Chancery held that directors and officers may be found to have acted in bad faith, thereby breaching their fiduciary duty of...more

7/18/2014 - Bad Faith Board of Directors Change in Control Corporate Counsel Corporate Officers Directors Fiduciary Duty Personal Liability Shareholder Activism Shareholders

Supreme Court Rejects Presumption for ERISA Fiduciaries, But Makes Clear Stock-Drop Claims Are Difficult to Sustain

What you need to know: In Fifth Third Bancorp v. Dudenhoeffer, et al., decided earlier this month, the Supreme Court seemingly handed a victory to the plaintiff’s bar, striking down a presumption of prudence that ERISA...more

7/14/2014 - ERISA ESOP FIfth Third Bancorp v Dudenhoeffer Fifth Third Mortgage Company SCOTUS Stock Drop Litigation

Supreme Court Lets Basic Presumption Stand for Securities Fraud Class Actions

What you need to know: The Supreme Court has declined to overturn a longstanding presumption that investors acquiring shares in an efficient market can be deemed to have relied on alleged misrepresentations. The...more

6/27/2014 - Basic v Levinson Class Certification Fraud Fraud-on-the-Market Halliburton Halliburton v Erica P. John Fund Presumption of Reliance SCOTUS Securities Fraud

Del. Chancery Criticizes Bankers Again in Rural Metro; Undisclosed Conflicts Can Make Sale Process Unreasonable

What you need to know: A recent Delaware Chancery Court decision reinforced the premise that directors of Delaware corporations will be held culpable if they conduct an M&A process based on inadequate information...more

4/7/2014 - Banks Conflicts of Interest Disclosure Requirements

Delaware Chancery Court Offers New Guidance for Boards Considering Single-Bidder Sale Processes

What you need to know: The Delaware Court of Chancery has put companies on notice that sale processes that involve a single bidder, while permissible, must be designed to ensure that the board satisfies its Revlon duty...more

7/4/2013 - Board of Directors Don't Ask - Don't Waive Injunctions Revlon Standard Single-Bidder Sales Standstill Agreements

Going-Private Mergers with Controlling Stockholders Subject to Business Judgment Under Right Circumstances - At Least For Now

What you need to know: A recent decision by the Delaware Court of Chancery holds that a going-private merger with a controlling stockholder will be subject to the business judgment rule, not entire fairness review, if...more

6/20/2013 - Board of Directors Business Judgment Rule Controlling Stockholders Going-Private Transactions

Public Companies Can Use Social Media for Key Company Announcements as Long as Investors Are Notified in Advance

What you need to know: The SEC recently stated that companies can use social media to make announcements without violating Regulation FD — if investors, the market and the media have proper prior notification regarding...more

4/9/2013 - Disclosure Requirements Facebook Investors Public Disclosure Regulation FD Securities Social Media Twitter

Life Sciences Companies Should Protect Themselves Against Increased Exposure to Costly Securities Fraud Lawsuits After Supreme...

What you need to know: The Supreme Court recently found that defendants in class action securities fraud lawsuits will not be able to challenge the materiality of allegedly fraudulent misstatements or omissions at the...more

3/7/2013 - Amgen Amgen Inc. v Connecticut Retirement Plans Class Action Class Certification Fraud-on-the-Market Life Sciences Materiality SCOTUS Securities Fraud

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