Antitrust Considerations in Long-Term Care — Assisted Living and the Law Podcast
Current Executive Compensation Trends in Private Equity Transactions — Troutman Pepper Podcast
What Goes On Inside Your Boardroom? Investors Want To Know
Work This Way: A Labor & Employment Law Podcast - Episode 27: The Importance of Employment Counsel in Corporate Transactions with Laura Mallory and Ashley Parr of Maynard Nexsen
Podcast - Navigating M&A Due Diligence: Safeguarding Security Clearances
Multiemployer Pension Plans in Mergers and Acquisitions — Troutman Pepper Podcast
Podcast: Key Changes in Finalized Antitrust Merger Guidelines – Diagnosing Health Care
The Changing Landscape of State AG Antitrust Enforcement — Regulatory Oversight Podcast
Public M&A Day in Frankfurt
Fierce Competition Podcast | Takeaways From the Illumina-Grail Merger Challenge Saga
Hospital M&A Trends & Strategic Considerations for 2024
Hunting Outsized Returns with Jason Caplain of Bull City Venture Partners
Navigating Reps and Warranties Insurance in 2024: Smooth Sailing or Rough Seas Ahead?
M&A Compliance Due Diligence
PODCAST: Williams Mullen's Trending Now: An IP Podcast - AI Considerations in M&A Transactions and Contract Drafting
AGG Talks: Cross-Border Business — Episode 7: Trans-Pacific Business: Australia and the U.S. - Part 1
Business Better Podcast Episode: Investing in the New Mainstream Economy - A Conversation with Palladium Equity Partners
Podcast - La Prima por Fusión
One IMS: Acquisition Stories | Trial Division of Precise, Inc.
What You Need to Know About the New FTC and DOJ HSR Changes
Nevada famously limits directors and officers from personal liability. However, it would be an overstatement to say that Nevada is a "liability free" jurisdiction. For example, the Nevada Supreme Court recently held that...more
Imagine for a moment that you’re a shareholder in a closely held corporation. In most jurisdictions, that status as a shareholder obligates you to a heightened fiduciary duty to your fellow shareholders. Now imagine that your...more
2023 was a busy year, with both the Delaware courts and others, including the U.S. Supreme Court, weighing in on shareholder and M&A litigation issues. The Delaware Court of Chancery issued several notable decisions on issues...more
The last several months have marked an extremely busy time in Delaware corporate law, with regard to decisions out of the Delaware courts, proposed legislative responses, and shifting market practices. In recent weeks in...more
This quarter, Delaware courts issued several notable opinions in unique contexts. For example, in a rare reversal, the Delaware Supreme Court rejected the Court of Chancery’s use of “judicial notice” of another court’s ruling...more
On December 28, 2023, Vice Chancellor Morgan T. Zurn of the Delaware Court of Chancery dismissed derivative breach of fiduciary duty and other claims asserted by a plaintiff shareholder after nCino, Inc. (the “Corporation”)...more
Boards routinely confront an array of difficult issues. In this issue of The Informed Board, we tackle four of the thorniest and most topical: - How to preserve the integrity of a deal process where a key fiduciary (say,...more
In Anderson v. Magellan Health, Inc., No. 2021-0202, — A.3d —-, 2023 WL 4364524 (Del. Ch. July 6, 2023) (McCormick, C.), the Delaware Court of Chancery addressed the circumstances under which the Court will award a...more
In a case of first impression, the Court of Chancery held recently that officers, like directors, owe their companies a duty of oversight, although the scope of that will vary with their responsibilities. Two other Chancery...more
On May 12, 2023, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery ruled in favor of defendant, the founder and largest shareholder (the “Founder”) of a technology company (the “Company”), on derivative...more
The recent "summary judgment" litigation between MetalRNG plc and BriefENERGY Holdings LLP (and others) has provided some further clarity on what "is to be acquired" means for the purposes of the section 190 Companies Act...more
MultiPlan: Chancery court assesses fiduciary duties in the context of de-SPAC transactions - The Delaware Court of Chancery declined to dismiss, at the pleading stage, breach of fiduciary duty claims made against a SPAC's...more
On April 27, 2022, the Delaware Court of Chancery in In re Tesla Motors Stockholder Litigation rendered a post-trial verdict finding for Elon Musk, co-founder and CEO of Tesla Motors, Inc., on claims that Musk breached his...more
SCOTUS Vacates Class Certification In Suit Against Goldman Sachs And Clarifies Appropriate Scope Of Price Impact Evidence; Stockholders Strike $110 Million Settlement In Suit Alleging Breaches Of Fiduciary Duties By Former...more
The demand for Special Purpose Acquisition Company (SPAC) formations in the Cayman Islands increased through the first quarter of 2021 following robust performance in 2020. Whilst the second quarter of 2021 has seen a...more
Investments in private companies by way of share purchases from existing shareholders (secondary transactions) raise a unique set of complexities, which are often overlooked. Share issuances in company-led financing rounds...more
The fifth of a six-part series examining six specific and evolving rights plan provisions. As discussed in greater detail in some of our prior articles, a shareholder rights plan is a protective measure used by a public...more
The novel coronavirus (COVID-19) is affecting all aspects of our clients' businesses, not to mention their personal lives. We are fielding numerous legal and practical questions in many different substantive areas and will...more
The fiduciary duty of care has become more aspirational than a real legal basis for potential director liability in M&A in the Age of DGCL Section 102(b)(7), Corwin v. KKR Financial Holdings LLC (Del. 2015) and In re Volcano...more
In re Tesla Motors, Inc. S’holder Litig., C.A. No. 12711-VCS (Del. Ch. Feb. 4, 2020). The Delaware Court of Chancery denied plaintiffs’ and defendants’ (including Elon Musk’s) motions for summary judgment on the grounds that...more
We set out in the attached Newsletter a number of interesting English court decisions and market developments which have taken place in the second half of 2019 and their impact on M&A transactions. This review looks at these...more
Over the last few years, significant developments in Delaware law and practice have changed the traditional M&A litigation landscape. These developments resulted in a dramatic reduction in pre-closing applications for...more
In a 137-page post-trial opinion, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery ruled that an activist stockholder of PLX Technology (PLX) had acted through a principal who served on the PLX board of...more
The Cirillo Family Trust v. Moezinia, C.A. 10116-CB (Del. Ch. July 11, 2018) - This is an interesting decision for three reasons. First, it gives a good discussion of when defective corporate acts can be cured under...more
On May 9, 2018, Judge Barry R. Ostrager of the Commercial Division denied a motion to dismiss a shareholder complaint in the Matter of Handy & Harman Ltd. Stockholder Litig., No. 654747/2017, 2018 BL 172083 (Sup. Ct. May 9,...more