The recent IPO for Rivian Automotive Inc., the electric pick-up truck manufacturer whose shares increased 29% on the day following the offering, resulting in an enterprise valuation of more than $86 billion – more than the...more
12/2/2021
/ Business Strategies ,
Capital Investments ,
Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Initial Public Offering (IPO) ,
Investment ,
Risk Assessment ,
Securities and Exchange Commission (SEC) ,
Sustainable Business Practices
On October 21, 2021, the Financial Stability Oversight Council (“FSOC”), established in 2010 by the Dodd-Frank Wall Street Reform and Consumer Protection Act to respond to emerging threats to the stability of the U.S....more
10/25/2021
/ Banking Sector ,
Climate Action Plan ,
Climate Change ,
Critical Infrastructure Sectors ,
Dodd-Frank ,
Environmental Justice ,
Environmental Social & Governance (ESG) ,
Financial Institutions ,
Financial Regulatory Reform ,
FSOC ,
Regulatory Oversight ,
Risk Controls ,
Risk Mitigation ,
Threat Management
As investors’ calls for greater climate-related corporate accountability grow louder, the “E” in ESG—environmental, social and governance—looms larger than ever, particularly from the perspective of directors facing oversight...more
On May 6, 2021, Vice Chancellor Zurn of the Delaware Court of Chancery issued a 200-page decision denying a motion to dismiss in In re Pattern Energy Group Inc. Stockholders Litigation, a class action challenging the $6.1...more
Following these ten steps will prepare SPAC boards, sponsors, and advisors for the likely shareholder suits and potential regulatory investigations that are increasingly becoming part of the SPAC landscape....more
On January 29, 2021, Vice Chancellor Laster of the Delaware Court of Chancery refused to dismiss a shareholder class action stemming from the 2019, $2.2 billion sale of Presidio, Inc., an IT solutions provider specializing in...more
3/3/2021
/ Breach of Duty ,
Class Action ,
Corporate Counsel ,
Corporate Sales Transactions ,
Critical Infrastructure Sectors ,
Duty of Care ,
Exculpatory Clauses ,
Fiduciary Duty ,
Liability ,
Self-Interest ,
Shareholder Litigation ,
Shareholders
On July 9 and October 12, 2020, the Delaware Supreme Court added two more opinions to its growing suite of recent appraisal decisions underscoring the prominence of market-based factors in determining fair value. In Fir Tree...more
In In re HomeFed Corp. Stockholder Litigation (“HomeFed”), the Delaware Court of Chancery considered on a motion to dismiss whether a squeeze-out merger by a controlling stockholder complied with the procedural framework set...more
The Delaware courts have not been shy about warning of the dangers that can arise when merger negotiations are handed over to conflicted directors who fail to keep their boards fully informed about their divided loyalties. ...more
In Lebanon County Employees’ Retirement Fund, et al. v. AmerisourceBergen Corporation, the Delaware Court of Chancery ordered the inspection of the books and records of AmerisourceBergen Corporation, one of the leading opioid...more
1/29/2020
/ Books & Records ,
Breach of Duty ,
Controlled Substances ,
Delaware General Corporation Law ,
Drug Distribution ,
Fiduciary Duty ,
Inspection Rights ,
Mismanagement ,
Opioid ,
Pain Management ,
Pharmaceutical Industry ,
Popular ,
Prescription Drugs ,
Section 220 Request ,
Shareholder Litigation ,
Shareholders
In Channel Medsystems, Inc. v. Boston Scientific Corporation, the Delaware Court of Chancery rejected an attempt by Boston Scientific to terminate and thus avoid consummating a merger agreement with Channel on the grounds...more
1/8/2020
/ Boston Scientific ,
Bright-Line Rule ,
Business Expenses ,
Business Litigation ,
Contract Termination ,
Contract Terms ,
Corporate Sales Transactions ,
Criminal Prosecution ,
Employee Misconduct ,
Enforcement Actions ,
Equity ,
FDA Approval ,
Food and Drug Administration (FDA) ,
Fraud ,
Guilty Pleas ,
Letters of Intent ,
Material Adverse Effects ,
Materiality ,
Medical Devices ,
Merger Agreements ,
Pharmaceutical Industry ,
Popular ,
Pre-Termination Notice ,
Publicly-Traded Companies ,
Regulatory Standards ,
Remediation
Three recent Delaware Court of Chancery appraisal decisions offer a wealth of guidance not only regarding the determination of a merger partner’s fair value, but also regarding elements that potentially undermine a quality...more