Randy Holland

Wilson Sonsini Goodrich & Rosati

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Delaware Supreme Court Issues Key Decision Addressing Stockholders' Rights to Access Books and Records Under Section 220 of...

Last week, the Delaware Supreme Court issued a key decision addressing stockholders' rights to access books and records under Section 220 of the Delaware General Corporation Law. Because the Supreme Court rarely weighs in on...more

12/18/2020 / Board of Directors , Books & Records , Breach of Duty , Corporate Counsel , Delaware General Corporation Law , Fiduciary Duty , Shareholder Litigation , Shareholders

Delaware Court of Chancery Finds a Material Adverse Effect and Permits Termination of Merger Agreement

In a 246-page post-trial decision issued this week, the Delaware Court of Chancery ruled that a buyer could terminate a $4.75 billion public company acquisition because of material adverse effects that had occurred at the...more

10/5/2018 / Acquisitions , Contract Termination , Contract Terms , Food and Drug Administration (FDA) , Material Adverse Effects , Merger Agreements , Mergers , Pharmaceutical Industry , Whistleblowers

New York Court Finds Failure to Meet MFW Standard in Controlling Stockholder Merger

In another significant M&A decision from the New York Supreme Court, the controlling stockholder of a Delaware corporation failed to obtain judicial deference under the so-called "MFW" framework for its merger with the...more

6/1/2018 / Business Judgment Rule , Controlling Stockholders , Delaware General Corporation Law , Entire Fairness Standard , Mergers , Minority Shareholders , NY Supreme Court , Shareholder Litigation , Standard of Review

Delaware Court of Chancery Issues Important Decision on Recapitalizations and Dual-Class Structures Involving Controlling...

On December 11, 2017, the Delaware Court of Chancery issued a decision that will be important for companies looking to implement measures to extend or make changes to dual-class voting structures and for companies with...more

12/14/2017 / Controlling Stockholders , Corporate Governance , Dismissals , Fairness Standard , Fiduciary Duty , Recapitalization , Share Classes , Shareholder Litigation , Shareholders

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