News & Analysis as of

CEOs Mergers

Wilson Sonsini Goodrich & Rosati

[Event] Biotech Summit 2024 - October 9th - 10th, Boston, MA

Wilson Sonsini’s inaugural Biotech Summit will address topics of critical importance to Biotech and Biopharmaceutical companies, including early and late-stage venture financing, partnering strategies, current and future AI...more

McDermott Will & Emery

Pharma and MedTech Services Investment Summit 2024

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The inaugural Pharma and MedTech Services Investment Summit brought together C-suite executives, senior private equity professionals, investment bankers and other industry leaders for a deep dive into the investment...more

McDermott Will & Emery

[Event] Pharma and MedTech Services Investment Summit 2024 - May 2nd, San Francisco, CA

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YOUR SOURCE FOR SUCCESS IN PHARMA AND DEVICE SERVICES INVESTING - Join C-suite executives, senior private equity professionals, investment bankers and other industry leaders for a deep dive into the investment...more

Skadden, Arps, Slate, Meagher & Flom LLP

Insights: The Delaware Edition - June 2023

In a case of first impression, the Court of Chancery held recently that officers, like directors, owe their companies a duty of oversight, although the scope of that will vary with their responsibilities. Two other Chancery...more

Skadden, Arps, Slate, Meagher & Flom LLP

The Informed Board - Spring 2023

Changing CEOs is one of the most critical decisions any board faces. In this issue of The Informed Board, we offer tips on how to avoid the mistakes we most often see. We also explain the problems companies could face if the...more

Goodwin

Delaware Chancery Court Dismisses Cigna Derivative Suit Over Failed Anthem Merger

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Delaware Chancery Court Dismisses Cigna Derivative Suit Over Failed Anthem Merger; The PCAOB Sanctions Former KPMG Vice Chair Of Audit For Failure To Supervise Senior Members Of KPMG's Audit Practice; Ninth Circuit Affirms...more

Goodwin

SEC Charges SPAC, Sponsor, Target, and CEO Over Misleading Proposed de-SPAC Transaction Disclosures

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On July 13, 2021, the U.S. Securities and Exchange Commission announced charges against special purpose acquisition corporation Stable Road Acquisition Company, its sponsor SRC-NI, its CEO Brian Kabot, the SPAC’s proposed...more

McDermott Will & Emery

SEC Charges SPAC, Sponsor, Merger Target and CEOs for Misleading Disclosures

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On July 13, 2021, the US Securities and Exchange Commission (SEC) announced charges against a special purpose acquisition company (SPAC), the SPAC’s sponsor, the SPAC’s proposed merger target and two executives for allegedly...more

Skadden, Arps, Slate, Meagher & Flom LLP

Recent Trends in Officer Liability

More than a decade ago in the seminal case Gantler v. Stephens, the Delaware Supreme Court clarified that officers of Delaware corporations owe the same fiduciary duties of care and loyalty that directors owe to the...more

Troutman Pepper

Fraud on the Board II: Conflicted CEO Tilts Company Sale in PE Firm’s Favor

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In In re Mindbody, Inc. Stockholders Litigation, the Delaware Court of Chancery declined to dismiss breach of fiduciary duty claims against the chief executive officer of MINDBODY, Inc. (the Company) arising out of the...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - April 2020

This issue includes summaries and associated court opinions of selected cases principally decided between October 2019 and January 2020. ...more

Womble Bond Dickinson

Proposed IRS 162(M) Regulations Effect Executive Compensation Arrangements

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The Internal Revenue Service (“IRS”) recently proposed Regulation 122180-18 (the “Proposed Regulations”) to implement the amendments found in the Tax Cuts and Jobs Act of 2017 (the “Act”)1 to Section 162(m) of the Internal...more

White & Case LLP

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

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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

Pillsbury Winthrop Shaw Pittman LLP

Association Mergers: Timing Is Everything

When and how two associations combine in a merger depends a lot on circumstances at the beginning, middle, and end of the transaction. From leadership transitions to board meeting schedules to advocacy needs, here’s how...more

A&O Shearman

Delaware Court Of Chancery Dismisses Stockholder Challenge To Merger For Failure To Rebut Business Judgment Rule

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On July 25, 2019, Vice Chancellor Kathaleen S. McCormick of the Delaware Court of Chancery dismissed a stockholder suit challenging the $18 billion merger of equals between Towers Watson & Co. and Willis Group Holdings plc,...more

Skadden, Arps, Slate, Meagher & Flom LLP

Hong Kong Regulatory Update - July 2019

This edition provides an overview of key regulatory developments in the past three months relevant to companies listed, or planning to list, on The Stock Exchange of Hong Kong Limited (HKEx), and their advisers. In...more

McDermott Will & Emery

Corporate Law & Governance Update - April 2019

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DIRECTORS AS VENDORS - A new controversy at a large health system highlights the legal and reputational challenges that can arise when directors sell services to the organizations they serve as fiduciaries. According to...more

White & Case LLP

Peak performance: US M&A in 2018: Why, how and when should directors engage with shareholders?

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Activism among investors is on the rise across the globe. Companies that empower directors to engage with shareholders can optimize investor relations, if they follow some simple but important guidelines. Over the past...more

McDermott Will & Emery

Corporate Law & Governance Update - December 2018

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New DOJ Individual Accountability Policy - A revised Department of Justice (DOJ) policy serves to clarify the relationship between establishing individual accountability and qualifying for cooperation credit, particularly...more

McDermott Will & Emery

Corporate Law & Governance Update - October 2018

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Updated Governance Best Practices - The health system’s governance committee may benefit from a general-counsel-led briefing on the relevance of the newly released revisions to the “Commonsense Principles” of corporate...more

McDermott Will & Emery

Corporate Law & Governance Update - August 2018

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New Decision Affects D&O Liability - A recent federal bankruptcy court decision addresses important principles of fiduciary conduct (and the benefits of a state exculpatory statute) in the context of a financially...more

A&O Shearman

Clouded Picture: Xerox CEO Resigns Following Decision by NY Court to Temporarily Halt Proposed Merger With Fujifilm

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On Friday, April 27, 2018, New York State Supreme Court Judge Barry R. Ostrager granted a preliminary injunction which blocked Xerox Corporation’s (“Xerox”) potential transaction with Fujifilm Holdings Corporation (“Fuji”)...more

Perkins Coie

FTC Cautions On M&A Antitrust Risks in Pre-merger Information Exchanges

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The Federal Trade Commission, through its blog, last week cautioned against the pre-closing exchange of competitively sensitive information—especially current (and future) prices, strategic plans and costs. While...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - March 2018/ Volume 10 / Issue 1

This quarter's issue includes summaries and associated court opinions of selected cases principally decided between November 2017 and January 2018. The cases address developing trends in appraisal, class certification, core...more

McDermott Will & Emery

Corporate Law & Governance Update - March 2018

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Strategy and the Decline—or Rise—of the Inpatient Hospital - A series of new media reports and consultant commentary on industry evolution highlight the increasing pressure on health system boards to fully engage in...more

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