Episode 24: Corporate Oppression Doctrine Meets Sex Discrimination: A Conversation with Professor Meredith Miller
Episode 23: LLCs as They Approach the 50-Year Milestone: A Conversation with Professor Susan Pace Hamill
Litigation developments: core M&A and corporate governance doctrines
PODCAST: Williams Mullen GovCon Perspectives - Why Was My SWaM Certification Denied, and What Can I Do?
Episode 8: Minority Oppression in the LLC: Interview With Professor Douglas Moll
Episode 10: The Marketability Discount Revisited: Interview with Greg Barber
The M&A Word of the Day® from the Book of Jargon® – Global Mergers & Acquisitions Is Squeeze Out
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
A takeover offer from a controlling shareholder presents a challenge to boards of directors who are tasked with protecting minority shareholders, particularly where some of the directors on the board may have relationships or...more
Last autumn, the Court of Appeal held that actions taken by majority shareholders of a company, asking directors to resign, were not unfairly prejudicial to the minority shareholders. In doing so, the court made some...more
A company that has rapidly reached exit stage may have received investment from a number of different sources and will often have a wide shareholder base comprising friends and family, management, ex‑management, VCs, and...more
Fast growing companies that reach exit velocity in record time are particularly attractive to PE investors. However, buyer beware! These companies may have received investment from a number of different sources and have a...more
“Fair value” means the value of the shares on a sale between a willing buyer and a willing seller, discounted to reflect the fact that shares represent a minority holding (Re Euro Accessories Ltd)....more
The UK Supreme Court has today published its long-awaited judgment in Egon Zehnder Ltd v Tillman. It held that a six month post-termination non-compete covenant was enforceable against a departing employee even though it...more
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 2018 and their impact on M&A transactions. This review looks at these...more
The recent Privy Council decision in Staray Capital Ltd v Cha [2017] UKPC 43 confirmed that a company's constitution can be validly amended in a manner which is intended to adversely affect a minority shareholder, including...more
Despite a year of continued global political uncertainty and increasing enforcement, shareholder activism and foreign investment control activity, the 2018 outlook for Europe is positive overall. Skadden partners in the U.K.,...more
The protection of minority shareholders in companies with a premium listing on the London Stock Exchange came to the fore in the United Kingdom following the 2012 and 2013 publication of consultation papers on the...more
Changes to FCA Listing Rules increase requirements for delisting a premium listed company with a controlling shareholder. On 1 May 2014, the UK’s Financial Conduct Authority (FCA) announced changes to Listing Rule 5,...more
In the wake of recent high-profile corporate governance controversies the UK Financial Conduct Authority (“FCA”) has, this week, issued its proposed new Listing Rules which, when implemented, will give enhanced rights to...more
Orrick, Herrington & Sutcliffe (Europe) LLP recently won a landmark case in the English High Court for client, Wickeder Westfalenstahl GmbH ('Wickeder'). The case highlights to investors in public companies holding their...more