In this issue:

- News from the Courts

- Delaware Legislative Update

- Notable Deals

- News from the SEC

- London Update

- Asia Update

- Deal Stat Snapshot

- Contributors

- Excerpt from: News from the Courts: Liquidity Conflict Rejected; 28% Stockholder Deemed Not a Controlling Stockholder:

A decision concerning the sale of Morton’s Restaurant Group, Inc. (“Morton’s”) is the most recent case in a line of cases issued by the Delaware Court of Chancery (the “Chancery Court”) that has rejected claims based on allegations that large, non-controlling shareholders wrongfully rushed sales at allegedly inadequately prices in order to gain liquidity. Chancellor Strine, who authored the decision dismissing the action, held that, absent certain “narrow circumstances” not present in the Morton’s case, the economic interests of a large stockholder in a sale transaction are presumptively aligned with the interests of the other holders. Chancellor Strine also found that, absent additional indicia of control, a 28-percent stockholder was not a controlling stockholder for purposes of determining whether the Morton’s board complied with its fiduciary duties in a change-in-control transaction.

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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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