On July 6, 2023, the Delaware Court of Chancery issued an important opinion that seeks to further limit the “merger tax” imposed on many companies in the context of significant M&A transactions. The court declared that future...more
On March 14, 2023, the Securities and Exchange Commission (SEC) instituted cease-and-desist proceedings against DXC Technology Company (DXC) for alleged violations of Regulation G and other federal securities laws in its...more
In a 137-page post-trial opinion, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery ruled that an activist stockholder of PLX Technology (PLX) had acted through a principal who served on the PLX board of...more
10/25/2018
/ Acquisitions ,
Activist Investors ,
Aiding and Abetting ,
Board of Directors ,
Breach of Duty ,
Conflicts of Interest ,
Fiduciary Duty ,
Mergers ,
Sale of Assets ,
Shareholder Litigation ,
Shareholders
The Delaware Court of Chancery recently addressed important issues concerning the information rights of directors designated by a significant stockholder, as well as a board committee's ability to withhold information from...more
Two courts recently issued significant corporate law decisions that are meaningful for corporations and investors navigating an M&A transaction or a proxy contest. Interestingly, both decisions arose outside of Delaware,...more
5/11/2018
/ Acquisitions ,
Board of Directors ,
Bylaws ,
Conflicts of Interest ,
Corporate Counsel ,
Corporate Governance ,
Mergers ,
Popular ,
Proxy Contests ,
Shareholder Activism ,
Shareholder Litigation ,
Xerox