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Appel: Corporate Inversions Could Mean Big Tax Bills For Shareholders  [Video]

Nov. 3, 2014 -- Allen Appel, Professor at New York Law School and Director of the International Tax Program, talks with Lee Pacchia about corporate inversions....more

Doing Business in the United States

In This Book: - Choice Of A Business Entity - Introduction To Federal Securities Laws - From Let’s Go Shopping To Closing: M&A Process In The United States - Employment Considerations -...more

Corporate and Financial Weekly Digest - Volume IX, Issue 38

In this issue: - SEC Releases Strategic Plan for 2014–2018 - House Passes Bill H.R. 5405 “Promoting Job Creation and Reducing Small Business Burdens Act” - FINRA Board Approves Several Rulemaking Items...more

2014 Changes to Delaware Corporate Law

Earlier this month, several significant amendments to the Delaware General Corporation Law (the DGCL) were approved. These amendments are substantially the same as the amendments originally proposed in April 2014 and will...more

Texas Ruling Highlights the Need for Shareholder Agreements in Closely Held Corporations

On June 20, 2014, the Texas Supreme Court issued a landmark decision that brings to light the importance of every corporation, especially closely held corporations, having a comprehensive shareholders' agreement that...more

2014 Amendments to the Delaware General Corporation Law

On July 15, 2014, Delaware Governor Jack Markell signed Delaware House Bill No. 329, which makes a number of noteworthy changes to the Delaware General Corporation Law. The 2014 amendments address: (1) mergers under DGCL...more

Final Noncompensatory Partnership Options Regulations Could Affect the Tax Treatment of Penny Warrants and Other Arrangements

Investments in partnerships (and other pass-through entities such as limited liability companies treated as a partnership) often involve the acquisition of warrants, options or other rights to acquire securities. This is...more

Delaware Court of Chancery Rules That a Major Debt Holder and 48 Percent Stockholder Is a Controlling Stockholder and Owes...

In Hamilton Partners, L.P. v. Highland Capital Management, L.P., the Delaware Court of Chancery denied a motion to dismiss breach of fiduciary duty claims brought by former stockholders of American Home Patient, Inc. (AHP)...more

Aquila on M&A: Dealmaking is Back  [Video]

May 19, 2014 (Mimesis Law) -- Frank Aquila, partner at Sullivan & Cromwell, tells Lee Pacchia that the recent uptick in deal activity has all the indications of an "M&A boom" in 2014. While the recent wave of transactions is...more

"Delaware Court of Chancery Recognizes Potential Benefits of Shareholder Rights Plans in Addressing Shareholder Activism"

William F. Ruprecht, et al., and Sotheby’s, which, in essence, recognized that a board of directors could adopt a shareholder rights plan as a reasonable response to a threat posed by an activist shareholder....more

2014 Changes to the Minnesota Business Corporation Act

On April 25, 2014, Governor Mark Dayton signed House Bill H.F. No. 2190, which makes a number of changes to Chapter 302A of the Minnesota Statutes, the Minnesota Business Corporation Act (the “MBCA”). These changes will go...more

2014 Amendments To The Minnesota Business Corporation Act

In This Issue: - Filing Pre-Clearance - Squeeze Outs Through Reduction to Fractional Shares - Interest in Dissenters’ Rights Actions - Cross Entity Conversion - Class or Series Voting on Amendments - The...more

Proposed Amendments to Delaware General Corporation Law and Courts and Judicial Procedure Law

Proposed amendments to the Delaware General Corporation Law (DGCL) are being considered by the Corporation Law Section of the Delaware State Bar Association. If approved by the Corporation Law Section and the Executive...more

2014 Proposed Amendments To Delaware General Corporation Law

On April 17, the Corporation Law Section of the Delaware State Bar Association proposed amending the Delaware General Corporation Law, 8 Del. C. §§ 1-101, et seq. (the DGCL). If the proposed legislation is enacted, the...more

"Proposed Amendments to the Delaware General Corporation Law"

On April 17, 2014, the Corporation Law Section of the Delaware State Bar Association proposed legislation that, if adopted, would amend the Delaware General Corporation Law (the DGCL) in a number of important ways. Proposed...more

Changes to French takeover rules

A new French law, the “Law to recapture the real economy” (“Loi visant à reconquérir l’économie réelle” or “Loi Florange”) (the Law), was made on 1 April 2014. The Law makes good a promise, made by François Hollande in...more

BVI court ruling highlights potential risk in some standard form M&As

On 19 March 2014 the Commercial Court handed down its ruling in C v W Inc (BVIHC (Com) 2013/149). In that case a shareholder holding more than 30 per cent of the company’s shares tried to exercise its power to requisition a...more

Update: Landmark Decision By Delaware's High Court Affirms Deferential Business Judgment Review For Controlling Stockholder...

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 re Rural Metro Corp. S'holders Litig., C.A. No. 6350-VCL (Del. Ch. Mar. 7, 2014) (Laster, V.C.)

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

Kahn v. MF Worldwide Corp. The Delaware Supreme Court Affirms In re MFW Holding That a Going-Private Transaction May Gain the...

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

I’m Ready For My Close-Up: SEC Puts The Focus On Moviemaker Over Hostile Takeover Maneuvers

In a story right out of the movies, complete with “poison pills” and “white squires,” the SEC announced on March 13, 2014 that motion picture company Lions Gate Entertainment Corporation settled charges that it failed to...more

M&F Worldwide: Delaware Supreme Court Upholds Business Judgment Review In Controlling Stockholder Transaction

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

The Impact of Kahn v. M&F Worldwide Corp.: Delaware Supreme Court Affirms That Business Judgment Review Applies to Properly...

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

Delaware Supreme Court Upholds Chancery Court Ruling that Applied Business Judgment Rule to Going Private Transaction with...

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

Delaware Supreme Court Deals Blow to Merger Litigation Plaintiffs

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

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