Robert Jahrling III

Robert Jahrling III

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

Conflict Minerals Filing Tips – Deadline Approaching

What you need to know: Public companies are required to submit their conflict minerals filings by June 2nd. SEC guidance issued after a recent federal appeals court decision has effectively eliminated the...more

5/12/2014 - Conflict Mineral Rules Dodd-Frank Filing Deadlines Filing Requirements Form SD SEC Securities Exchange Act

New Delaware Law May Facilitate the Use of Tender Offer Structures in Merger Transactions

What you need to know: In August 2013, a new law went into effect in Delaware that allows buyers, subject to certain conditions, to quickly consummate a back-end merger without stockholder approval following a tender...more

9/6/2013 - Fiduciary Duty Mergers New Legislation Shareholder Votes Short-Form Mergers Tender Offers

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

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