Joseph Larkin on Mergers

Delaware Supreme Court Clarifies Standards Applicable To Advance Notice Bylaws

On July 11, 2024, the Supreme Court of Delaware, en banc, issued an important decision in Kellner v. AIM Immunotech Inc.,1 which arose from a challenge in the Delaware Court of Chancery involving advance notice bylaws that...more

7/16/2024 / Acquisitions , Board of Directors , Business Disputes , Bylaws , Commercial Litigation , Corporate Governance , Delaware General Corporation Law , Mergers , Shareholder Litigation

Court of Chancery Issues First Decision Dismissing MultiPlan Claims

On May 31, 2024, the Delaware Court of Chancery issued its first opinion dismissing a “MultiPlan claim” at the pleadings stage. As a reminder, a MultiPlan claim is a breach of fiduciary duty claim against directors,...more

6/10/2024 / Acquisitions , Class Action , Corporate Governance , Corporate Officers , Mergers , Private Equity , Securities and Exchange Commission (SEC) , Securities Litigation , Special Purpose Acquisition Companies (SPACs)

Delaware Court Denies Dismissal of Claims Based on Controller and Financial Advisor Conflicts

On May 31, 2024, the Delaware Court of Chancery issued an important decision addressing several key areas of Delaware law related to merger litigation. The opinion indicates that the court will continue to closely scrutinize...more

6/6/2024 / Acquisitions , Board of Directors , Corporate Governance , Delaware General Corporation Law , Disclosure , Financial Adviser , Mergers , Private Equity , Securities Litigation , Workplace Safety

Inside the Courts – An Update From Skadden Securities Litigators - May 2024

Spotlight - Macquarie Ruling Raises the Bar for Securities Fraud Claims - Key Points - - On April 12, 2024, the U.S. Supreme Court unanimously reversed and vacated the Second Circuit’s decision in Macquarie...more

5/23/2024 / Acquisitions , Commercial Litigation , Cryptocurrency , Entertainment Industry , Financial Institutions , Healthcare , Life Sciences , Macquarie Infrastructure Corp v Moab Partners LP , Media , Mergers , Publicly-Traded Companies , Real Estate Market , Retail Market , SCOTUS , Securities and Exchange Commission (SEC) , Securities Litigation , Securities Regulation

Inside the Courts – An Update From Skadden Securities Litigators - December 2023

The U.S. Supreme Court will likely decide before the end of its current term whether the failure to make a disclosure pursuant to Item 303 of Regulation S-K can serve as the basis for a securities fraud claim under Section...more

Inside the Courts – An Update From Skadden Securities Litigators - September 2023

Two Sides of the Same Coin: Analyzing the Recent Ripple and Terraform Decisions - Key Points - - In July 2023, Judges Torres and Rakoff in the Southern District of New York issued rulings on whether digital asset sales...more

9/15/2023 / Acquisitions , Enforcement Actions , Entertainment Industry , Financial Institutions , Healthcare , Life Sciences , Media , Mergers , Securities and Exchange Commission (SEC) , Securities Litigation , Technology Sector

Inside the Courts – An Update From Skadden Securities Litigators - May 2023

Supreme Court Hears Argument on Traceability Requirement in Circuit-Split Slack v. Pirani - Key Points - - Before the end of June, the U.S. Supreme Court is expected to issue a decision in a high-profile securities case...more

Insights – April 2023 | Insights

This edition of Skadden’s quarterly Insights looks at the rising number of de-SPACed companies seeking Chapter 11 protection, the growth of a market designed to assume legacy liabilities, an effort to establish...more

Inside the Courts – An Update From Skadden Securities Litigators - March 2023

Circuits Split Over Whether Targeting Is Necessary for Seller Liability - Key Points - - While courts have long held that solicitations must be tailored to a particular audience to precipitate statutory seller liability,...more

Inside the Courts – An Update From Skadden Securities Litigators - May 2022

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between February and April 2022. Cryptocurrency Derivative Litigation Fiduciary Duties – Bylaws Material...more

5/24/2022 / Acquisitions , Coronavirus/COVID-19 , Material Misstatements , Mergers , Pleading Standards , PSLRA , Scienter , Securities and Exchange Commission (SEC) , Securities Exchange Act , Securities Fraud , Securities Litigation

Inside the Courts – An Update From Skadden Securities Litigators - October 2021

This quarter’s issue of Inside the Courts — An Update From Skadden Securities Litigators includes summaries and associated court opinions of selected cases principally decided in May-August 2021....more

10/22/2021 / Breach of Duty , Corporate Counsel , Derivative Suit , Enforcement Actions , Fiduciary Duty , Initial Public Offering (IPO) , Loss Causation , Mergers , Pleading Standards , PSLRA , Securities and Exchange Commission (SEC) , Securities Fraud , Securities Litigation , SLUSA , Statute of Limitations , Statute of Repose

Inside the Courts – An Update From Skadden Securities Litigators - March 2021

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between November 2020 and January 2021. Derivative Litigation - Second Circuit Reverses Summary Judgment...more

3/8/2021 / Acquisitions , Board of Directors , Books & Records , Breach of Duty , Caremark claim , DE Supreme Court , Delaware General Corporation Law , Derivative Suit , Fiduciary Duty , Loss Causation , Mergers , Pleading Standards , Ponzi Scheme , Proxy Statements , PSLRA , Shareholder Litigation

Inside the Courts – An Update From Skadden Securities Litigators

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between July and October 2020. Class Certification - Cryptocurrency – Definition of a Security - Derivative...more

Inside the Courts – An Update From Skadden Securities Litigators - August 2020

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between February and June 2020....more

Inside the Courts – An Update From Skadden Securities Litigators - April 2020

This issue includes summaries and associated court opinions of selected cases principally decided between October 2019 and January 2020. ...more

4/6/2020 / Aiding and Abetting , Books & Records , Breach of Duty , Bylaws , CEOs , Civil Liability , Collateral Estoppel , Criminal Convictions , DE Supreme Court , Demand Futility , Derivative Suit , Dismissals , Enforcement Actions , Exchange-Traded Products , False Statements , Federal Pleading Requirements , Fiduciary Duty , Initial Public Offering (IPO) , Injunctions , Investment Adviser , Item 303 , Lack of Particularity , Mergers , Misleading Statements , Misrepresentation , Notice Requirements , Price-Fixing , PSLRA , Pyramid Schemes , Registration Statement , RICO , Scienter , Scope of Discovery Requests , Section 11 , Section 220 Request , Securities and Exchange Commission (SEC) , Securities Exchange Act , Securities Fraud , Securities Litigation , Securities Violations , Shareholder Litigation , Shareholder Votes , Summary Judgment

Skadden's 2020 Insights

Despite political and economic uncertainties, markets and deal activity were resilient in 2019, and strong fundamentals remain in place heading into 2020. Companies continue to face a challenging litigation and enforcement...more

1/30/2020 / Acquisitions , Administrative Procedure Act , Anti-Discrimination Policies , Anti-Harassment Policies , Anti-Kickback Statute , Antitrust Investigations , Appeals , Arbitration Awards , Attorney General , Backstop Agreements , BEPS , BitLicense , Blockchain , Board of Directors , Bonds , Capital Markets , CFIUS , CFTC , Chapter 11 , Claim Preclusion , Class Action , Commercial Bankruptcy , Common Stock , Congressional Investigations & Hearings , Congressional Subpoenas , Consumer Financial Protection Bureau (CFPB) , Cooperation Agreement , Copyright , Corporate Governance , Corporate Restructuring , Corporate Social Responsibility , Corporate Taxes , Corwin Doctrine , Covenant Lite Deals , Creditors , Cross-Border Transactions , DACA , DE Supreme Court , Debt Financing , Debtors , Department of Justice (DOJ) , Dischargeable Debts , Disgorgement , Disparate Impact , Dodd-Frank , Down Rounds , Drug Pricing , EBITDA , Employee Retirement Income Security Act (ERISA) , Employer Liability Issues , Employment Discrimination , Enforcement Actions , Enforcement of Foreign Judgments , Enterprise Act 2002 , Environmental Social & Governance (ESG) , EU , Fair Housing Act (FHA) , Federal Trade Commission (FTC) , FinTech , FIRRMA , Foreign Acquisitions , Foreign Investment , Foreign Issuers , FRCP 23 , General Data Protection Regulation (GDPR) , General Elections , GILTI tax , High-Yield Markets , Hong Kong , Hong Kong Stock Exchange , Individual Accountability , Initial Public Offering (IPO) , Intellectual Property Litigation , Intercreditor Agreements , International Arbitration , International Litigation , IRS , Issue Preclusion , Japan , Joint Venture , Legislative Agendas , Life Sciences , Listing Rules , Litigation Strategies , Make-Whole Premium , Mergers , MFW , Multinationals , National Security , PCAOB , Pharmaceutical Industry , Political Parties , Preferred Shares , Private Offerings , Privately Held Corporations , Proxy Advisory Firms , Publicly-Traded Companies , Refinancing , Regulatory Agenda , Reporting Requirements , SCOTUS , Securities and Exchange Commission (SEC) , Securities Litigation , Separation of Powers , Shareholder Activism , Shareholder Proposals , Shareholders , Split of Authority , State Labor Laws , Stock Drop Litigation , Tax Cuts and Jobs Act , Tax Litigation , Technology Sector , Third-Party Release Agrements , Transparency , UK , UK Brexit , Valuation , White Collar Crimes

Inside the Courts – An Update From Skadden Securities Litigators - September 2019

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between May and August 2019....more

Inside the Courts – An Update From Skadden Securities Litigators - June 2019

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between February and April 2019. ...more

6/12/2019 / Acquisitions , Appraisal Rights , Breach of Duty , Fiduciary Duty , Investment Advisers Act of 1940 , Material Misrepresentation , Materiality , Mergers , Omissions , Omnicare , Pleading Standards , Popular , Sarbanes-Oxley , Scienter , Securities , Securities Exchange Act , Securities Litigation , Suspicious Activity Reports (SARs)

"After Corwin, Court of Chancery Provides Additional Guidance on Application of Business Judgment Rule to Post-Closing Damages...

As previously reported in Insights: The Delaware Edition, the Delaware Supreme Court’s landmark decision in Corwin v. KKR Financial Holdings LLC, 125 A.3d 304 (Del. 2015) articulated a new defendant-friendly rule for...more

11/21/2016 / Aiding and Abetting , Board of Directors , Breach of Duty , Business Judgment Rule , Conflicts of Interest , DE Supreme Court , Dismissals , Entire Fairness Standard , Fiduciary Duty , Mergers , Pleading Standards , Post-Closing Money Damages , Shareholder Rights , Shareholder Votes , Standard of Review , Tender Offers , Venture Capital , Waste

"Recent Amendments to the Delaware General Corporation Law Address Fee-Shifting and Forum Selection Provisions"

It has become almost axiomatic that when a public company merger is announced, stockholder litigation quickly follows. In recent years, some studies have indicated that more than 90 percent of transactions valued at more than...more

10/23/2015 / Bylaws , Delaware General Corporation Law , Fee-Shifting , Forum Selection , Mergers , Multidistrict Litigation , New Amendments , Shareholder Litigation

Joseph Larkin

Skadden, Arps, Slate, Meagher & Flom LLP

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