An Overview of the 2014 Class Action Survey
Update on Section 363 of the Bankruptcy Code and Delaware Bankruptcy Court’s Decision in the Fisker Automotive Holdings Inc. Bankruptcy Case
Only in DC: Ethics Rule Permits Non-lawyers to Own Law Firms
What do creditors need to know about litigation in state court and bankruptcy court?
The M&A Word of the Day™ from the Book of Jargon® – Global Mergers & Acquisitions Is Poison Pill
Can business partner disputes be defused? Can a client avoid expensive litigation?
The M&A Word of the Day® from the Book of Jargon® – Global Mergers & Acquisitions Is Best Efforts
What you need to know about Canada's new Anti-Spam Law (CASL)
Lamson Comments on Volcker Rule
Which types of employers are more susceptible to get sued?
The M&A Word of the Day™ from the Book of Jargon® – Global Mergers & Acquisitions Is Inversion
How to Avoid Corruption Risks in China
Dealmaker's Dish: Corporate Dealmaker Update
The 2013 Amendments to the Delaware General Corporation Law
The Building Blocks of a Technology Deal
How can business owners manage legal risks?
What is at will employment law?
Lease Negotiations – Interview with Jeff Moerdler, Member, Mintz Levin
Data Center Networks – Interview with Jeff Moerdler, Member, Mintz Levin
Structuring an MLP Finance
A new Companies Ordinance (CO) came into effect in Hong Kong on 3 March 2014, which introduced a number of changes to the law on directors’ duties. ...more
On March 14, 2014, the Delaware Supreme Court unanimously affirmed an important Delaware Court of Chancery decision issued in 2013 that offered a roadmap to companies and their directors on how to obtain the protections of...more
Last year, Judge Sullivan in the U.S. District Court for the Southern District of New York issued a preliminary injunction in Greenlight Capital, L.P. v. Apple, Inc. enjoining the “bundling” of multiple proposals by Apple in...more
Last summer, in our post titled Protecting Your Business Judgment: Recent Developments in Delaware Law on M&A Deals Involving Controlling Stockholders, we alerted you that two trial courts in the nation’s leading forum for...more
In this post-trial decision, the Court of Chancery held a financial advisor liable for aiding and abetting breaches of fiduciary duty by a target board in the sale of the company. The Court concluded that the financial...more
On March 14, 2014, the Delaware Supreme Court decided Kahn v. MF Worldwide Corp. and unanimously affirmed the Chancery Court’s ruling in In re MFW. As we discussed previously, in In re MFW, then-Chancellor (now Chief Justice)...more
When a controlling stockholder’s buyout of a company has been challenged by minority stockholders, Delaware courts have generally subjected the transaction to entire fairness review, the most rigorous standard of review in...more
In Kahn v. M&F Worldwide Corp., the Delaware Supreme Court unanimously affirmed the Court of Chancery’s decision that the more deferential business judgment rule standard of review, rather than an entire fairness standard of...more
An Issue Needing Attention -
In its recent decision in In Re Rural Metro Corporation Stockholders Litigation, the Delaware Court of Chancery, in a footnote, touches on what it means for directors to be “fully...more
In Kahn v. M&F Worldwide Corp., the Delaware Supreme Court unanimously upheld the Chancery Court’s decision in In re MFW Shareholders Litigation. In that decision, the Chancery Court had granted summary judgment in favor of...more
In this letter opinion, the Court of Chancery granted plaintiff’s request for books and records pursuant to 8 Del. C. § 220. The stockholder plaintiff sought, among other things, to value its equity holding in Key Plastics...more
On Friday, the Delaware Supreme Court adopted the business judgment rule standard of review for some controlling stockholder freeze-out mergers and potentially other interested party transactions. In Kahn, et al. v. M&F...more
Last week in Kahn v. M&F Worldwide Corp. (Del. March 14, 2014), the Delaware Supreme Court upheld the decision of the Court of Chancery in the In re MFW Shareholders Litigation (Del. Ch. May 29, 2013) case and also upheld the...more
Last Monday the Supreme Court decided to hear Public Employees’ Retirement System of Mississippi v. IndyMac MBS, Inc. (No. 13-640) to resolve when investors can rely on pending class actions to litigate claims of false or...more
Citing various conflicts of interests involving management, board members and financial advisors, Vice Chancellor Laster of the Delaware Court of Chancery found that the Board of Directors of Rural/Metro Corporation (“Rural”)...more
On January 28, 2014, the North Carolina Business Court dismissed an unfair and deceptive trade practice claim alleging that corporate directors structured the sale of a corporation in a manner that shortchanged its common...more
Shareholder litigation comes in waves. There is a widespread belief that the next big wave will be shareholder derivative litigation – a shareholder’s assertion of a claim belonging to the corporation, typically brought...more
The Second Circuit Court of Appeals concluded that an Exchange Act Section 10(b) claim for insider trading in a private damage action is based on federal law and applies to the purchase of shares of a delisted company by...more
A number of recent Delaware judicial and legislative developments will have important implications for parties engaging in or advising on M&A transactions in 2014 and beyond.
Controlling Stockholder Transactions...more
In a derivative action alleging insider trading, the Delaware Court of Chancery recently held that demand was excused as futile where the stockholder plaintiff alleged that a majority of the corporation’s board members sold...more
Unlike in past years, there are no new disclosure requirements which need to be reflected in this year’s proxy statement; however, with ongoing shareholder activism and the desire of companies to communicate effectively with...more
In this memorandum opinion, the Court denied defendants’ motion to dismiss for lack of subject matter jurisdiction and failure to state a claim, holding that, under the equitable cleanup doctrine, the Court had jurisdiction...more
2014 ANNUAL MEETING SEASON -
Dear clients and friends,
We present to you our traditional year-end issue of Snell & Wilmer’s Corporate Communicator to help you prepare for the upcoming annual report and proxy...more
The Supreme Court of Canada recently issued its decision in McLean v British Columbia (Securities Commission).
The case is the first by the Court to address inter-provincial cooperation in relation to securities...more
A recent ruling by Vice Chancellor Donald F. Parsons, Jr. caused me to ponder why a case involving alleged misstatements in a proxy statement filed with the Securities and Exchange Commission wasn’t immediately tossed out on...more
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