In the recent decision of Flood v. Synutra International, Inc., a divided Delaware Supreme Court affirmed the Court of Chancery’s dismissal of a challenge to a controlling stockholder’s take-private transaction. The Court in...more
10/24/2018
/ Appeals ,
Board of Directors ,
Business Judgment Rule ,
Controlling Stockholders ,
DE Supreme Court ,
Due Diligence ,
Mergers ,
MFW ,
Minority Shareholders ,
Reaffirmation ,
Take-Private Transactions
Recent developments, including the U.S. Securities and Exchange Commission settlement with CVR Energy and related SEC Staff guidance, reinforce a trend towards more extensive disclosure of financial advisor fees in M&A...more
3/4/2017
/ Acquisitions ,
Board of Directors ,
Cease and Desist Orders ,
Conflicts of Interest ,
Delaware General Corporation Law ,
Disclosure ,
Enforcement Actions ,
Fees ,
Financial Adviser ,
Mergers ,
Schedule 14D-9 ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Tender Offers
The U.S. Securities and Exchange Commission and drugmaker Allergan settled claims that Allergan failed to disclose negotiations with third parties following the announcement of a hostile tender offer by Valeant and co-bidder...more
1/23/2017
/ Acquisitions ,
Allergan Inc ,
Cease and Desist ,
Civil Monetary Penalty ,
Corporate Counsel ,
Disclosure Requirements ,
Enforcement Actions ,
Failure To Disclose ,
Hostile Takeover ,
Mergers ,
Negotiations ,
Pharmaceutical Industry ,
Popular ,
Publicly-Traded Companies ,
Schedule 14D-9 ,
Securities and Exchange Commission (SEC) ,
Shareholder Rights ,
Tender Offers