In an opinion of significance to M&A Practitioners, the Delaware Court of Chancery recently made it clear that Delaware law allows a buyer in an acquisition to “sandbag” a seller if the acquisition agreement allows for...more
4/20/2022
/ Acquisition Agreements ,
Asset Purchase Agreements ,
Breach of Contract ,
Buyers ,
Contract Negotiations ,
Contract Terms ,
Corporate Sales Transactions ,
Delaware ,
Fraudulent Inducement ,
Indemnification ,
Representations and Warranties ,
Sandbagging ,
Sellers
United States Senator Elizabeth Warren (D-Mass.) and United States Representative Mondaire Jones (D-N.Y.) on March 16, 2022 introduced the Prohibiting Anticompetitive Mergers Act (the “Act”) to ban what they’ve called “the...more
4/19/2022
/ Anti-Competitive ,
Anticompetitive Behavior ,
Antitrust Provisions ,
Competition ,
Corporate Sales Transactions ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Merger Controls ,
Proposed Legislation ,
Regulatory Agenda ,
Regulatory Reform
The recently filed complaint in Franchi v. Multiplan Corp., et al. is one to watch because it alleges breach of fiduciary duties by the directors and controlling shareholders of Churchill Capital Corp. III (Company), a...more
Long-awaited relief has arrived for many struggling small businesses in the form of the Consolidated Appropriations Act of 2021 (the “Appropriations Act”), signed into law by President Donald Trump on December 27, 2020....more
On December 1, 2020, The Nasdaq Stock Market LLC (“Nasdaq”) filed proposed rules with the U.S. Securities and Exchange Commission (“SEC”) regarding board diversity and transparency. ...more
California Assembly Bill 929 (the “Diversity Bill”), which was passed by the California State Legislature on August 30, 2020, and signed into law by California Governor Gavin Newsom on September 30, 2020, requires domestic...more
10/13/2020
/ Board of Directors ,
Corporate Governance ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
Foreign Corporations ,
Gender Equity ,
Governor Newsom ,
Minorities ,
New Legislation ,
Publicly-Traded Companies ,
Race Discrimination ,
Sex Discrimination ,
State and Local Government ,
Woman Board Members
Simon Property Group, Inc. (“Simon”) wants out of a deal to acquire its competitor, Taubman Centers, Inc. (“Taubman”), due to the COVID-19 pandemic....more
In Skye Mineral Investors LLC v. DXS Capital (U.S.) Limited, et al., the Delaware Court of Chancery (the “Court”) denied defendants’ motion to dismiss, finding that plaintiffs had sufficiently pled a breach by the members...more
Under Delaware law, indirect controllers of a Delaware limited liability company (“LLC”) can owe limited fiduciary duties to the LLC and its members if they exert control over the LLC’s assets, unless those duties are clearly...more
On June 16, 2020, the Small Business Administration (SBA) released an updated Paycheck Protection Program (PPP) Loan Forgiveness Application and Instructions, as well as a new PPP Loan Forgiveness Application Form 3508EZ (EZ...more