In Channel Medsystems, Inc. v. Boston Scientific Corporation, the Delaware Court of Chancery rejected an attempt by Boston Scientific to terminate and thus avoid consummating a merger agreement with Channel on the grounds...more
1/8/2020
/ Boston Scientific ,
Bright-Line Rule ,
Business Expenses ,
Business Litigation ,
Contract Termination ,
Contract Terms ,
Corporate Sales Transactions ,
Criminal Prosecution ,
Employee Misconduct ,
Enforcement Actions ,
Equity ,
FDA Approval ,
Food and Drug Administration (FDA) ,
Fraud ,
Guilty Pleas ,
Letters of Intent ,
Material Adverse Effects ,
Materiality ,
Medical Devices ,
Merger Agreements ,
Pharmaceutical Industry ,
Popular ,
Pre-Termination Notice ,
Publicly-Traded Companies ,
Regulatory Standards ,
Remediation
On March 28, 2018, in In re Tesla Motors, Inc. Stockholder Litigation, the Delaware Court of Chancery denied a motion to dismiss a lawsuit brought by stockholders of Tesla Motors, Inc. (“Tesla” or the “Company”)....more
4/16/2018
/ Board of Directors ,
Breach of Duty ,
Business Litigation ,
Controlling Stockholders ,
Elon Musk ,
Entire Fairness Standard ,
Fiduciary Duty ,
Minority Shareholders ,
Motion to Dismiss ,
Popular ,
Shareholder Litigation ,
SolarCity ,
Tesla
On June 9, 2016, a divided New York Court of Appeals in a much-anticipated ruling held that the attorney-client privilege can only be maintained for communications involving third parties in situations where litigation is...more
6/16/2016
/ Attorney-Client Privilege ,
Bank of America ,
Banking Crisis ,
Banking Sector ,
Common-Interest Privilege ,
Confidential Communications ,
Corporate Counsel ,
Corporate Governance ,
Countrywide ,
Disclosure ,
Litigation Privilege ,
Merger Agreements ,
Mortgages ,
Popular ,
Third-Party Relationships ,
Young Lawyers
In its August 27th post-trial opinion, In re Dole Food Co., Inc. Stockholder Litigation, the Delaware Chancery Court held Dole executives David Murdock and Michael Carter personally liable for $148 million in damages for...more
8/31/2015
/ Aiding and Abetting ,
Breach of Duty ,
Buy-Out Agreements ,
Controlling Stockholders ,
Corporate Counsel ,
Deutsche Bank ,
Dole Food ,
Fairness Standard ,
Fiduciary Duty ,
Financial Adviser ,
Independent Director ,
Merger Agreements ,
MFW ,
Minority Shareholders ,
Popular ,
Private Offerings ,
Stocks
In a statement that would mark a stark change in approach, an IRS official recently indicated that the IRS may begin requiring that companies seeking to effect tax-free spinoffs conduct active businesses that represent a...more
5/28/2015
/ Acquisitions ,
Alibaba ,
Business Development ,
Corporate Counsel ,
E-Commerce ,
IRS ,
Mergers ,
Popular ,
REIT ,
Small Business ,
Spinoffs ,
Yahoo!
On May 14, 2015, the Delaware Supreme Court ruled that claims against independent directors must be dismissed when a company charter provision shields directors from monetary liability for breach of the duty of care and the...more
Urged on by activists and institutional shareholders, a large number of companies with real estate holdings pursued real estate investment trust (REIT) conversions or spinoffs in 2014. At least half a dozen companies...more