Delaware Supreme Court reinstates case alleging fiduciary breach for failure to disclose CEO’s post-merger compensation discussions.
Deal negotiators should take care not to negotiate their own post-closing compensation...more
7/9/2020
/ Board of Directors ,
Compensation ,
Corporate Counsel ,
DE Supreme Court ,
Duty of Loyalty ,
Executive Compensation ,
Indemnification ,
Merger Agreements ,
Negotiations ,
Personal Liability ,
Publicly-Traded Companies ,
Reversal
As venture-backed companies increasingly face the prospect of a down round, directors, management and controlling shareholders must understand the lurking liabilities and follow appropriate procedures.
Corporate boards...more
Private investments in public equity are likely to become more popular as investors and public companies utilize PIPEs to navigate market turbulence.
In the face of tremendous market uncertainty, PIPE transactions offer...more
4/29/2020
/ Board of Directors ,
CFIUS ,
Conversion ,
Dividends ,
Hart-Scott-Rodino Act ,
Investors ,
Liquidity ,
Nasdaq ,
NYSE ,
PIPEs ,
Publicly-Traded Companies ,
Shareholders ,
Stock Redemption
Directors managing the impact of the COVID-19 pandemic on the business must remember their fiduciary duties as they consider potential actions and approaches, including M&A and interested party transactions, and should...more