Corporate and Financial Weekly Digest - Volume IX, Issue 25

In this issue:

- Delaware Court of Chancery Rules That a Major Debt Holder and 48 Percent Stockholder Is a Controlling Stockholder and Owes Fiduciary Duties to Minority Stockholders

- Delaware Court of Chancery Applies Entire Fairness Standard to Going-Private Transaction with a Controlling Stockholder Negotiated by Special Committee and Approved by a Majority of the Minority Stockholders

- FINRA Proposes to Amend Rule 2360

- SEC to Hold Open Meeting on Cross-Border Security-Based Swap Definitions

- JAC Issues Guidance on FCM Financial Information Disclosure Requirements

- SEC Releases Guidance on Affiliated Transactions of Series Investment Companies

- Delaware Court of Chancery Finds Contract Rate Applies to Post-Judgment Interest

- SEC Obtains Settlement for Investment Adviser’s Real Estate Investment Fraud

- Excerpt from Delaware Court of Chancery Rules That a Major Debt Holder and 48 Percent Stockholder Is a Controlling Stockholder and Owes Fiduciary Duties to Minority Stockholders:

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) against Highland Capital Management, L.P in connection with a going-private transaction.

Please see full newsletter below for more information.

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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