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At the End of Your Tether: Addressing, Responding to and Insuring Cryptocurrency Theft

On November 20-21, 2017, Tether, the company behind USDT – a digital token backed by fiat currencies like the dollar and euro – disclosed that a hack resulted in the loss of $30.95 million worth of tokens. Tether posted an...more

Celebrity ICO Endorsements: SEC, FTC, and CFTC Oversight

Floyd Mayweather, a world famous boxing champion, recently used his Twitter and Instagram accounts to help a company raise more than $30 million in an initial coin offering (“ICO”). Other celebrities have similarly...more

Abu Dhabi Financial Services Regulatory Authority Issues Guidance on Initial Coin Offerings

Earlier this month, the Financial Services Regulation Authority of the Abu Dhabi Global Market joined the ranks of various regulatory agencies from countries, including Australia, Canada, and the United States that have...more

SEC Enforcement Action Involving Initial Coin Offering Muddies Jurisdictional Waters

Digital assets, popularly referred to as “cryptocurrencies,” “coins,” and “tokens,” continue to provoke regulatory attention and create discord among regulators. Recent actions by the U.S. Commodity Futures Trading Commission...more

Blockchain-Related Companies Facing Increased Scrutiny from the SEC

The spot market for digital tokens, which was once a “wild west” seemingly outside the scope of most federal regulations, is being integrated into the emerging Federal and State regulatory regime. In a period of just over two...more

SEC Securities Trading Suspension for Three Blockchain-Related Companies

The spot market for digital tokens, which was once a “wild west” seemingly outside the scope of most federal regulations, is being integrated into the emerging Federal and State regulatory regime. In a period of just over two...more

SEC Suspends Trading in Securities of Three Blockchain-Related Companies

The spot market for digital tokens, which was once a “wild west” seemingly outside the scope of most federal regulations, is being integrated into the emerging Federal and State regulatory regime. In a period of just over two...more

8/31/2017  /  Bitcoin , Blockchain , Digital Currency , Popular , SEC

SEC Exercises Jurisdiction Over Initial Coin Offerings

On July 25, 2017, the U.S. Securities Exchange Commission issued an Investigative Report detailing its investigation of an initial coin offering of digital tokens representing interests in a decentralized autonomous...more

Taking stock: Going public in volatile times

The third report in our Deal Dimensions series, written in collaboration with Mergermarket and launched today, reveals that a wave of IPOs could hit the global markets within the next 12 months. The study of senior executives...more

Delaware Chancery Court Confirms: Two Step Merger Initiated As A Tender Offer Enjoys Business Judgment Rule Protection

The Delaware Court of Chancery recently held that where a majority of a corporation’s fully informed, disinterested, and un-coerced stockholders tender their shares as part of a two-step merger, that has the same “cleansing”...more

Top Courts in Delaware and New York Affirm Business Judgment Rule Protection Where Procedural Safeguards are Followed

In recent decisions, both the Delaware Supreme Court and the New York Court of Appeals affirmed defendant-friendly lower court rulings, holding that, if appropriate procedural safeguards are employed in M&A transactions,...more

Delaware Chancery Court Applies Entire Fairness Standard to Consulting Agreement Among Affiliates of a Controlling Shareholder

In the recent decision of In re EZCORP Inc. Consulting Agreement Derivative Litigation, C.A. No. 9962-VCL (Jan. 25, 2016), the Delaware Court of Chancery clarified the standard of review when faced with shareholder challenges...more

Financial Advisor Conflicts of Interests: Rural/Metro and Other Recent Cases

In a series of recent decisions, Delaware courts have emphasized the potential risks arising when a board’s financial advisor has a conflict of interests. The board of an acquired entity generally will enjoy the...more

Life lines: Life sciences M&A and the rise of personalised medicine

The second report in our Deal Dimensions series, written in collaboration with Mergermarket and launched today, reveals that 94 per cent of life sciences companies are planning an acquisition in the next year, with more than...more

Delaware Court of Chancery Cautions Directors: Be Vigilant in Recognizing Advisor’s Conflict of Interests

Shareholders challenged the merger of Zale Corporation with Signet Jewelers Ltd. In a decision dated October 1, 2015, the Delaware Court of Chancery credited allegations that the board of directors of Zale breached its...more

Delaware Court Limits Stockholder Ratification Defense for Derivative Claim Challenging Director Compensation - Court Permits...

In Calma v. Templeton, et al., C.A. No. 9579-CB, (Del. Court of Chancery, April 30, 2015), the stockholders of Citrix Systems, Inc. (the “Company” or “Citrix”) had previously approved a compensation plan with few limits;...more

Delaware Court of Chancery Applies Business Judgment Rule to Directors Who Approve Merger Supported by Large Shareholders

In its October 24, 2014, decision in In re Crimson Exploration Inc. Stockholder Litigation, C.A. No. 8541, the Delaware Court of Chancery confirmed that the business judgment rule is applicable in evaluating claims for breach...more

Delaware Court Confirms Applicability of Business Judgment Rule to Investment Decisions of Insolvent Corporations

In its October 1, 2014 decision in Quadrant Structured Prods. Co. v. Vertin, et al., C.A. No. 6990, the Delaware Court of Chancery applied the protections afforded under the business judgment rule to investment strategies...more

Delaware Supreme Court Approves Fee-Shifting Bylaw for Non-Stock Corporations - The Court’s Reasoning Suggests These Provisions...

In its May 8, 2014 decision in ATP Tour, Inc. v. Deutscher Tennis Bund, No. 534, 2013, --- A.3d ----, 2014 WL 1847446 (Del. May 8, 2014), the Delaware Supreme Court may have opened the door to the adoption by Delaware...more

Delaware Supreme Court Affirms Criteria for Applying the Business Judgment Rule to Controlling Stockholder Going-Private...

In Kahn, et al. v. M & F Worldwide Corp., et al., 2014 WL 996270 (Del. Mar. 14, 2014), the Delaware Supreme Court unanimously affirmed that, when certain procedural safeguards are implemented at the outset of negotiations, a...more

Financial Advisor Found Liable for Aiding and Abetting Director Breaches of Fiduciary Duties in Connection With Cash-Out Merger -...

In a 91-page post-trial decision, Chancellor Travis Laster found RBC Capital Markets LLC (“RBC”) liable for aiding and abetting breaches of fiduciary duty in connection with RBC’s role as a financial advisor in the 2011 $438...more

New York Court Holds That Revlon Standards Are Not Triggered In A Stock-for-Stock Merger Where No Change of Control Results

The recent decision in Badowski v. Corrao, No. 652986/2011, NYLJ 1202642854864 (Sup. Ct. N.Y. County, Commercial Division), is a timely application by a New York court of the limitations of so-called Revlon duties to...more

'All' Means All: The Attorney-Client Privilege and Corporate Mergers in Delaware

On November 15, 2013, in an opinion by Chancellor Strine, the Delaware Court of Chancery held that, under Delaware law, following a corporate merger, the attorney-client privilege passes to the surviving corporation unless...more

11/21/2013

Delaware Court of Chancery Upholds Validity of Forum Selection Bylaws

On June 25, 2013, in a judicial development that should ease the burden of multi-jurisdiction litigation, Chancellor Leo E. Strine, Jr. of the Delaware Court of Chancery held that forum selection bylaws adopted by the...more

Landmark Case – In re MFW Shareholders Litigation – to be Appealed

On May 29, 2013, Chancellor Leo E. Strine, Jr. of the Delaware Court of Chancery issued a decision that could potentially impact the structure of future going-private mergers by controlling stockholders....more

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