The newly-adopted Texas Business Courts open in September 2024. These courts will bolster the Texas judicial system by adding an efficient court that specializes in large commercial business disputes. ...more
Stockholder litigation is on the rise both in volume and notoriety. The number of federal securities actions filed jumped in 2023, while the plaintiffs’ bar has been buoyed by high-profile victories in the Delaware Court of...more
Since the Delaware Court of Chancery’s January 2022 decision in In re MultiPlan Corp. Stockholders Litigation,1 plaintiffs in Delaware had enjoyed a long and unbroken string of motion to dismiss victories in suits alleging...more
6/13/2024
/ Board of Directors ,
Books & Records ,
Breach of Duty ,
Business Model ,
Delaware ,
Failure To Disclose ,
Fiduciary Duty ,
Material Misstatements ,
Pre-Closing Issues ,
Special Purpose Acquisition Companies (SPACs) ,
Stock Redemption ,
Stocks
Thursday, in a much anticipated decision, the Delaware Supreme Court held in In re Match Group, Inc. Derivative Litigation1 that every member of a special committee must be independent in order to satisfy the MFW2 framework...more
A Delaware Court of Chancery opinion issued last week calls into question the common practice of corporate boards approving draft merger agreements. In AP-Fonden v. Activision Blizzard, Inc.,1 Chancellor McCormick declined to...more
ExxonMobil (“Exxon”) filed a complaint in the U.S. District Court for the Northern District of Texas on Sunday, January 21, 2024, seeking a declaratory judgment to exclude a shareholder proposal from its proxy statement...more
A recent opinion from the Delaware Supreme Court could be viewed by some as expanding plaintiffs’ ability to viably plead a duty of oversight (or “Caremark”) claim against directors. In Lebanon County Employees’ Retirement...more
Executive Summary-
A recent Delaware Court of Chancery post-trial decision, In re Straight Path Communications, is another example of:
• “fair price” immunizing “unfair process” in the “entire fairness” analysis, and...more
10/10/2023
/ Arms Length Transactions ,
Breach of Duty ,
Bribery ,
Broadband ,
Broadcasting ,
Bullying ,
Business Litigation ,
Delaware ,
Fair Price ,
FCC ,
Fraud ,
General-Business ,
Indemnification ,
Licenses ,
Minority Shareholders ,
Shareholders ,
Telecommunications
As SPAC litigation continues to proliferate, it is more important than ever that officers and directors of companies undertaking a de-SPAC transaction be mindful of litigation risks and adopt strategies for managing them....more
10/18/2022
/ Acquisitions ,
Board of Directors ,
Class Action ,
Continuing Legal Education ,
Corporate Officers ,
Counterparty Risk ,
Derivative Suit ,
Fiduciary Duty ,
Mergers ,
Proxy Statements ,
Publicly-Traded Companies ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Short Selling ,
Special Purpose Acquisition Companies (SPACs) ,
Target Company ,
Webinars
In the wake of the wave of special purpose acquisition company (SPAC) deal activity in recent years, SPAC-related litigation is on the rise, particularly in Delaware. ...more
With more than 600 special purpose acquisition companies (“SPACs”) currently looking for merger partners, private companies are likely being courted by a number of SPAC suitors....more
On March 30, 2022, the commissioners of the Securities and Exchange Commission (“SEC”) approved much-anticipated proposed rules relating to special purpose acquisition companies (“SPACs”).
...more
5/6/2022
/ Disclosure Requirements ,
GAAP ,
Initial Public Offering (IPO) ,
Investment Company Act of 1940 ,
Proposed Rules ,
PSLRA ,
Regulation S-K ,
Safe Harbors ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholders ,
Special Purpose Acquisition Companies (SPACs)
A year ago, as the SPAC wave continued to build, we wrote that lawsuits challenging de-SPAC transactions would likely pose a question that had thus far received little attention from courts or commentators: is a de-SPAC...more
As the wave of SPAC IPOs and de-SPAC transactions continues to build, so too has the scrutiny of these transactions from the SEC and the shareholder plaintiff’s bar. On April 8, 2021, the SEC gave its clearest warning yet...more
While litigation against special purpose acquisition companies (“SPACs”) has been historically rare, the increase in SPAC offerings and transactions portends increased litigation, particularly with respect to a SPAC’s...more
A board of directors’ vision and leadership becomes particularly vital during times of distress. While day-to-day operations rest with management, both fiduciary duty law and sound corporate governance practices call for the...more
In this period of significant market volatility and economic headwinds, risk allocation provisions in M&A agreements are likely to be the subject of heightened focus by parties to deals and, potentially, the courts. One such...more
In this period of significant market volatility and economic headwinds, risk allocation provisions in M&A agreements are likely to be the subject of heightened focus by parties to deals and, potentially, the courts. One such...more