William Asher, Jr.

William Asher, Jr.

Choate Hall & Stewart LLP

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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

FINRA Enhances Public Offering Review Process, Including Same Day Clearance

What you need to know: FINRA has enhanced its review process for approving underwriter compensation arrangements in public offerings by implementing new procedures for immediate same day clearance of shelf...more

10/24/2013 - Clearance Compliance Filing Requirements FINRA Public Offerings

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

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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