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Morris James LLP

Minority Stockholder Was Not a Controller Because Plaintiff Did Not Adequately Plead Actual Control of the Company’s Business...

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It is axiomatic that directors and officers of a Delaware corporation owe fiduciary duties to stockholders (and the company). Controlling stockholders also owe fiduciary duties. A stockholder is deemed a controller either...more

Winstead PC

Minority Owner Protection Provisions in Commercial or Mixed-Use Condominium Projects - July 2024

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To preserve the marketability of a commercial or mixed-use condominium unit sold to a third-party, it may be necessary to include specialized minority owner protection provisions in the condominium declaration for the...more

Cooley LLP

Delaware Supreme Court applies MFW framework to other conflicted transactions

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In In re Match Group, Inc. Derivative Litigation, the Delaware Supreme Court answered some important questions about the standard of review applicable to conflicted transactions under Delaware law. The first question relates...more

A&O Shearman

Delaware Supreme Court Holds MFW Is Applicable To Controlling Stockholder Transactions Even Outside Of Freeze-Out Context

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On April 4, 2024, in an opinion authored by Chief Justice Collins J. Seitz, Jr., the Supreme Court of Delaware sitting en banc held that the framework articulated in Kahn v. M&F Worldwide Corp., 88 A.3d 635 (Del. 2014)...more

International Lawyers Network

Establishing a Business Entity in Uganda

1. INTRODUCTION - Given that Uganda was a British colony, the English legal system and law are predominant in Uganda. Uganda's legal system is based on English Common Law and African customary law. However, customary law...more

International Lawyers Network

Establishing a Business Entity in Turkey (Updated)

A. Types of Business Entities - 1. Description of The Types of Entities - Pursuant to Turkish Foreign Direct Investment Law, foreign investors are free to make foreign direct investments in Turkey and shall be...more

International Lawyers Network

Establishing a Business Entity in Sweden (Updated)

1. INTRODUCTION TO THE VARIOUS AVAILABLE LEGAL ENTITY TYPES - The most common form of legal entity to start a newco in Sweden is through a Limited Liability Company (Sw. Aktiebolag). There are, however, other types of...more

International Lawyers Network

Establishing a Business Entity in Spain (Updated)

1. TYPES OF BUSINES ENTITIES - 1.1 Description of the types of entities available in each jurisdiction through which to conduct business - • Limited companies: Corporation and Limited Liability Company - When...more

Jones Day

Controlling Stockholder Exercising Voting Power as Stockholder to "Change the Status Quo" Owes Fiduciary Duties

Jones Day on

The Background: After unsuccessfully trying to convince the special committee not to implement a plan to liquidate a business line, which the controlling stockholder believed would destroy value, the controlling stockholder...more

International Lawyers Network

Establishing a Business Entity in Taiwan (Updated)

Introduction to Taiwan - In less than 50 years starting from 1949, Taiwan went from an agriculture-based economy to being an economic powerhouse and leader in the field of high-tech goods. Its Gross Domestic Product...more

International Lawyers Network

Establishing a Business Entity in Singapore (Updated)

Registration of Business Entities - Unless exempted, business entities must be registered with the Accounting and Corporate Regulatory Authority (ACRA) via their business filing portal: BizFile+. A foreigner residing...more

International Lawyers Network

Establishing a Business Entity in Romania (Updated)

1. Types of Business Entities - When entering the Romanian market, foreign investors have the option of incorporating a new legal entity with a Romanian legal personality, or setting up a unit of a foreign mother company,...more

Venable LLP

Fiduciary Liability Limitations Under Nevada Law Trigger Entire Fairness Review of Conversion from Delaware Due to Controlling...

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The Delaware Court of Chancery, in Palkon v. Maffei, et al., C.A. No. 2023-0449-JTL (Del. Ch. Feb. 20, 2024), determined that a reduction in the liability exposure of a fiduciary due to the conversion of a Delaware...more

International Lawyers Network

Establishing a Business Entity in Norway (Updated)

1. Different Business Entities - 1.1 Introduction and outline - Enterprises in Norway may be organized in several ways; the most common are limited liability companies, partnerships, and sole proprietorship. ...more

International Lawyers Network

Establishing a Business Entity in Lithuania (Updated)

1. Types of Business Entities - Investors may choose from the following types of business entities: • Private limited liability company • Public limited liability company • Individual enterprise • Limited...more

Dechert LLP

Delaware Court of Chancery Identifies Fiduciary Duties and Standard of Review for Controlling Stockholder

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In a landmark decision, In re Sears Hometown & Outlet Stores, Inc. Stockholder Litigation,1 the Delaware Court of Chancery held that a controlling stockholder did not breach his fiduciary duties when he amended company bylaws...more

International Lawyers Network

Establishing a Business Entity in Liechtenstein (Updated)

The Principality of Liechtenstein lies at the centre of Europe, nestled between Switzerland and Austria, next to the river Rhine. The form of government is a constitutional monarchy established on democratic parliamentary...more

International Lawyers Network

Establishing a Business Entity in Italy (Updated)

1. Types of Business Entities - Italian law provides multiple forms of organizational structures to do business in Italy. They differ from one another due to the extent of liability undertaken by its members. In...more

Holland & Knight LLP

Ministerio de Comercio introduce cambios al régimen de conflictos de interés en Colombia

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El Ministerio de Comercio de Colombia ha expedido el Decreto 0046 de 2024 (decreto), que reemplaza lo pertinente del Decreto 1074 de 2015, dedicado a los conflictos de interés de los administradores de sociedades. Este nuevo...more

International Lawyers Network

Establishing a Business Entity in India (Updated)

1. Types of Business Entities - 1.1 Description of the types of entities available in India through which to conduct business: A foreign entity may establish a business presence in India by: • opening a liaison...more

International Lawyers Network

Establishing a Business Entity in Hungary (Updated)

Since 1990, the Hungarian economy is based on the principles of market economy and considers the freedom of economic competition as a priority. On such basis, the regulation of business associations went through significant...more

International Lawyers Network

Establishing a Business Entity in Greece (Updated)

1. Types of Business Entities - The main business entities in Greece are the following: i) the Société Anonyme (S.A.); ii) the Private Company (P.C.); iii) the Limited Liability Company (Ltd); iv) the General Partnership...more

International Lawyers Network

Establishing a Business Entity in France (Updated)

1. Types of Business Entities - • Description of the types of entities available in each jurisdiction through which to conduct business - Business may be conducted in France either through a French branch of a foreign...more

International Lawyers Network

Establishing a Business Entity in Estonia (Updated)

1. Types of Business Entities - The most common types of companies in Estonia are the public limited liability company ("AS") and the private limited liability company ("OÜ"). The OÜ may be compared to a closed...more

International Lawyers Network

Establishing a Business Entity in England (Updated)

The attractiveness of the United Kingdom as a business location is unabated. There are many advantages to doing business in the UK. Investors can draw on a skilled workforce and access a large market; costs of labour and...more

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