Russian Mergers & Acquisitions Market - Challenges and Opportunities
In what is likely to be considered a landmark decision, the BVI Commercial Court has held that winding up proceedings brought on just and equitable grounds relating to BVI companies will not be caught by an exclusive...more
On June 20, 2014, the Texas Supreme Court issued a landmark decision that brings to light the importance of every corporation, especially closely held corporations, having a comprehensive shareholders' agreement that...more
When you pop the question, “Will you co-found with me?”, you are probably not already thinking about separation.
However, not all partnerships will go the distance. Personalities will clash. Creative visions will...more
In this decision in a proceeding pursuant to 8 Del. C. § 220, the Court of Chancery held that a corporation cannot condition a stockholder’s access to its nonpublic financial statements on the stockholder’s agreement not to...more
The purpose of this Start-Up Pack is to provide assistance and support to early stage start-ups who are looking to establish their business on a more formal basis. Creating the right legal framework and ensuring that the...more
Why do shareholders in a private company need a shareholder agreement?
There are various good reasons. First, without a shareholder agreement which contains provisions dealing with share sales, any shareholder would...more
As a family enterprise, your business runs best if it is owned and managed by the family. So it is in everyone’s interest to make sure no family member can transfer ownership outside of the family. To do this (and do it...more
In Blaustein v. Lord Baltimore Capital Corp., No. 272, 2013, 2014 Del. LEXIS 30 (Del. Jan. 21, 2014), the Delaware Supreme Court held that a closely-held corporation’s directors owe no fiduciary duty to decide, free from...more
In this action brought under 8 Del. C. § 225, Michael Flaa (the “Plaintiff”) sought to confirm the removal of certain members (the “Defendants”) of the board of CardioVascular BioTherapeutics, Inc. (“Cardio”) by action taken...more
In your experience working with startup entrepreneurs, what's the one mistake they make time and again?
The answer to that question of course varies greatly, depending on whom you ask - and, for legal perspective, we...more
David Crook and Eric Michailov, partners at White & Case, discuss how the legal environment is changing for Russia-related transactions in 2013....more
In contrast to joint venture issues relating to upstream oil and gas development, the topic of shareholders' agreements for Liquefied Natural Gas (LNG) liquefaction projects has not been covered to a similar extent in...more
In This Issue:
- Shareholders' Agreements for LNG Midstream Projects
- Upstream Developments – Latin America Foreign Exchange Controls in Venezuela Strangle...more
In this memorandum opinion, the Court of Chancery granted defendants’ summary judgment motion dismissing claims based on the implied covenant of good faith and fair dealing under a shareholders’ agreement and further denied...more
In Scheenstra v. California Dairies, Inc., No. F062768, ___ Cal. Rptr. 3d ___, 2013 WL 363148 (Cal. App. 5th Dist. Jan. 30, 2013), the California Court of Appeal, Fifth District, affirmed the judgment of the California...more
In This Presentation:
• How To Redeem Physician Owners, And Under What Terms?
• How To Minimize Legal/Regulatory Risk When All “Safe Harbor” Requirements Are Not Being Followed?
• Structuring Anesthesia Arrangements...more
In This Issue:
*Reform of the Russian Civil Code: Changes in Legal Entities
*Russia’s Accession to the WTO
*Arbitration of Disputes in Russia: Recent Developments
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