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Delaware Court of Chancery Invalidates Governance Rights in Stockholder Agreement

On February 23, 2024, the Delaware Court of Chancery issued a decision in a class action lawsuit (West Palm Beach Firefighters’ Pension v. Moelis & Co.) that concluded most of the control provisions in a stockholder agreement...more

Guidance on Potential Eligibility of “Friendly Professional Corporations” for SBA Loans Under the CARES Act

On Friday, March 27, 2020, President Trump signed the “Coronavirus Aid, Relief, and Economic Security Act” or “CARES Act” (H.R. 748), which will make available to small businesses $349 billion in “paycheck protection loans”...more

Roadblocks to Redemption: Delaware Chancery Court Ruling Makes Preferred Stock Redemptions More Challenging

A recent decision in Delaware illustrates yet another difficulty investors face when using redemption of their stock as a liquidity strategy. In this case, a private equity fund, Oak Hill Capital Partners, and the directors...more

Delaware Court Invalidates Release and Indemnification Obligations Against a Selling Stockholder in a Merger Transaction

The Delaware Chancery Court recently invalidated a buyer’s attempt to obtain a release and indemnification obligations from selling stockholders of a Delaware corporation that was acquired in a merger. The ruling will require...more

Thanksgiving-Eve Delaware Chancery Court Decision Refuses to Dismiss Fraud-Based Claims Against Private Equity Investors and...

On Thanksgiving Eve the Delaware Chancery Court issued a detailed opinion sure to be of significance to all parties involved in M&A transactions, particularly in the private equity space. In Great Hill Equity Partners IV, LP...more

Recent Case Affirms Protection for Selling Shareholders

The federal district court in Massachusetts ruled recently that an aggrieved buyer in an M&A transaction cannot join individual selling shareholders to a litigation over the transaction if the shareholders have appointed a...more

Delaware Case Continues High Scrutiny of Investment Bankers in Mergers and Acquisitions

In a decision on March 7, 2014, the Delaware Court of Chancery found RBC Capital Markets, LLC liable for aiding and abetting breaches of fiduciary duty by the Board of Directors of Rural/Metro Corporation in connection with...more

SEC Provides Relief for Private Company M&A Brokers

On Jan. 31, 2014, the SEC issued a no-action letter that permits private company M&A brokers to avoid registration with the SEC as broker-dealers under certain circumstances. However, business brokers should understand that...more

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