In today’s difficult economic environment, many companies—including those in the portfolios of private equity and venture capital funds—are struggling financially. For some, a transaction in which a private equity sponsor or...more
In its opinion in In re Martha Stewart Living Omnimedia, Inc. Stockholder Litigation,[1] issued in August 2017, the Delaware Chancery Court addressed a question left open under Kahn v. M&F Worldwide Corp.[2] (MFW)—namely,...more
9/12/2017
/ Breach of Duty ,
Business Judgment Rule ,
Conflicts of Interest ,
Controlling Stockholders ,
Dismissals ,
Entire Fairness Standard ,
Mergers ,
Shareholder Litigation ,
Shareholders ,
Standard of Review ,
Third-Party Relationships
The Delaware Chancery Court ordered Dole Food Co. Inc. CEO David Murdock and General Counsel Michael Carter to pay Dole shareholders $148 million for fraud in connection with the company’s 2013 take-private deal. The August...more
9/8/2015
/ Controlling Stockholders ,
Corporate Counsel ,
Corporate Governance ,
Dole Food ,
Fiduciary Duty ,
Fraud ,
Publicly-Traded Companies ,
Shareholder Litigation ,
Shareholders ,
Stocks ,
Young Lawyers
When a controlling stockholder’s buyout of a company has been challenged by minority stockholders, Delaware courts have generally subjected the transaction to entire fairness review, the most rigorous standard of review in...more
On June 13, 2013, the Securities and Exchange Commission announced the settlement of administrative proceedings against Revlon, Inc. In the settlement order, the SEC asserted that the company hid information regarding a 2009...more