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Acquisition Agreements Board of Directors

Sheppard Mullin Richter & Hampton LLP

The Delaware Court of Chancery Puts Practitioners on Notice Regarding Voting Formalities Around Merger Agreements

In Ap-Fonden v. Activision Blizzard, Inc., C.A. No. 2022-1001-KSJM, 2024 WL 863290 (Del. Ch. Feb. 29, 2024), the Delaware Court of Chancery (McCormick, C.) declined to dismiss a claim alleging that the Board of Directors of...more

Morgan Lewis

Amendments Introduced to the Singapore Companies Act Take Effect 1 July

Morgan Lewis on

The Companies, Business Trusts and Other Bodies (Miscellaneous Amendments) Act 2023 (the Amendment Act) will take effect on 1 July 2023 and introduce four key amendments to the Companies Act 1967 of Singapore (the CA). The...more

White & Case LLP

Notable decisions from Delaware courts

White & Case LLP on

Williams: Court of Chancery Finds Poison Pill Unenforceable - In February, the Delaware Court of Chancery held that a shareholder rights plan (a "poison pill") adopted by The Williams Companies, Inc. at the onset of the...more

Troutman Pepper

Ab Initio 2.0: Even Without a Controller, Special Committees Must Be Formed Before Economic Negotiations Begin

Troutman Pepper on

On February 27, the Delaware Court of Chancery issued important guidance to boards of directors seeking to utilize special committees of disinterested and independent directors to insulate themselves from fiduciary liability...more

White & Case LLP

2019 Half-year in review: M&A legal and market developments

White & Case LLP on

We set out in the attached Newsletter a number of interesting English court decisions and market developments which have taken place in the second half of 2019 and their impact on M&A transactions. This review looks at these...more

Wilson Sonsini Goodrich & Rosati

2018 Delaware Corporate Law and Litigation Year In Review

In 2018, the Delaware courts issued a broad range of important decisions addressing various corporate law and governance issues. Those decisions are relevant for public and private companies and will help shape...more

Wilson Sonsini Goodrich & Rosati

2017 Delaware Corporate Law and Litigation Year In Review

In 2017, the Delaware courts once again issued many substantive corporate law decisions covering a wide range of issues critical to boards, stockholders, and officers. In addition, decisions from recent years continued to...more

A&O Shearman

Delaware Chancery Court Holds That Well-Pled Unocal Claim Does Not Automatically Excuse Pre-Suit Demand

A&O Shearman on

On May 15, 2017, Vice Chancellor Sam Glasscock III of the Delaware Chancery Court dismissed a shareholder derivative action asserting that the directors of The Williams Companies, Inc. (“Williams”) breached their duty of...more

Cooley LLP

Blog: Options to Acquire: How these Creative Acquisition Strategies Differ from a Traditional Purchase

Cooley LLP on

Creative acquisition strategies are offering both buyers and targets additional opportunities to grow their businesses through M&A. One strategy that we are seeing parties use is the “option to acquire” structure, which...more

Goulston & Storrs PC

What's Market? Update: Maryland REIT

Goulston & Storrs PC on

For many years, it was assumed and accepted that Delaware corporate law was more advantageous to corporations than the corporate law of other states. While Delaware case law regarding corporations is still more developed...more

Cadwalader, Wickersham & Taft LLP

Chancery Court Provides Lessons on Conflicts of Interest in a Sales Process – Holds Only Financial Advisor Open to Liability

In an October 1st decision (In re Zale Corporation), the Delaware Chancery Court dismissed claims that Zale Corporation’s directors breached their fiduciary duties in connection with Zale’s agreement to merge with Signet. ...more

Latham & Watkins LLP

Defending Against The Hostile Bid: Lessons Learned From Allergan

Latham & Watkins LLP on

Readiness, a strong board and delivering good value are the best strategies to thwart activist investors say Latham & Watkins partners Cary Hyden, Paul Tosetti, Michele Johnson and Mark Gerstein in discussion with Allergan’s...more

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