Conflictos de interés en Colombia, nueva regulación
Law School Toolbox Podcast Episode 384: Listen and Learn -- The Business Judgment Rule (Corporations)
Bar Exam Toolbox Podcast Episode 184: Listen and Learn -- The Business Judgment Rule (Corporations)
Dealing with an Unsolicited Offer - The Bank Account
Bill on Bankruptcy: Madoff Victims Rooting for Stanford Victory
Following other recent decisions addressing the applicability and scope of Kahn v. M&F Worldwide Corp. (“MFW”), including In re Match Group Inc., Derivative Litigation and Tornetta v. Musk, on May 1, 2024, the Delaware...more
In In re Match Group, Inc. Derivative Litigation, the Delaware Supreme Court answered some important questions about the standard of review applicable to conflicted transactions under Delaware law. The first question relates...more
On April 4, 2024, the Delaware Supreme Court issued its opinion in In re Match Group, Inc. Derivative Litigation, clarifying that the heightened entire fairness standard of review applies to judicial review of any transaction...more
En este episodio de "A Lo Legal En Par Minutos", nuestro abogado Edwin Cortés habla con Daniel Fajardo, abogado corporativo, sobre la novedosa regulación en conflictos de interés, en particular la ampliación de la definición...more
The Delaware Chancery Court invalidated a substantial equity award to Elon Musk – the largest in history. It applied the entire fairness test instead of the more deferential business judgment rule, finding that Musk...more
Davies’ Canadian Mergers & Acquisitions guide draws on our substantial cross-border M&A experience to offer guidance on both the legal framework and practical aspects of Canadian mergers and acquisitions, including critical...more
California’s common law “business judgment rule,” as described by the courts, protects from court intervention “those management decisions which are made by directors in good faith in what the directors believe is the...more
Corporate activity related to ESG can have profound legal and market consequences. These consequences can be cut many ways. Although having taken a position on Florida legislation that resulted in negative business...more
As Kahn v. M&F Worldwide Corp. (MFW) establishes, the Business Judgment Rule must be applied to a transaction involving a controlling shareholder, if the deal is conditioned upon the approval of: (1) an independent special...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
A recent Delaware Chancery Court decision highlights the liability risks faced by directors and sponsors of special purpose acquisition companies (“SPACs”) and the importance of robust disclosure in protecting against those...more
A corporation operates through its board of directors. All corporate powers must be exercised by or under the direction of the board. In Texas, the Texas Business Organizations Code (TBOC) provides certain provisions...more
Where a corporation’s board of directors decided to take a particular course of action that was unpopular with a shareholder, the board could not invoke the business judgment rule to prevent the shareholder’s statutory right...more
This top ten list summarizes significant decisions of the Delaware Supreme Court and the Delaware Court of Chancery over the past calendar year. Our criteria for selection are that the decision either meaningfully changed...more
Despite having stockholder approval of the $1.9 billion take-private sale of the wellness technology company Mindbody, Inc. to Vista Equity Partners Management LLC, the Delaware Court of Chancery at the motion to dismiss...more
In Roels v. Valkenaar, a shareholder filed a shareholder derivative suit against former and current officers and directors of the company based on multiple claims of breach of fiduciary duty. No. 03-19-00502-CV, 2020 Tex....more
Delaware Court of Chancery Denies Motion to Dismiss in Shareholder Class Action Lawsuit Related to Mindbody Inc.’s Billion Dollar Merger with Vista Equity Partners; Second Circuit Unanimously Affirms Lower Court’s Decision...more
The recently published “The Friedman Essay and the True Purpose of the Business Corporation” defends a view of stakeholder governance that reflects the following two basic flaws...more
During uncertain times, public companies may find themselves in need of additional capital, but a traditional follow-on underwritten public offering may be out of reach or considered too risky. Alternative ways to access the...more
Directors of most for-profit U.S. corporations have long considered the corporation’s relationships with customers, employees, suppliers and the communities in which they operate — sometimes referred to as “stakeholders” — in...more
The Court of Chancery’s recent decision in Salladay v. Lev, 2020 WL 954032 (Del. Ch. Feb. 27, 2020) denied the director-defendants’ attempt to invoke procedural safeguards – a special committee and independent stockholder...more
On March 11, 2020, the World Health Organization officially declared COVID-19 a pandemic. The ramifications of COVID-19 are being experienced worldwide, with President Trump suspending all travel from Europe, and even the NBA...more
Directors and officers of corporations owe a duty of care and a duty of loyalty to both the corporation and its shareholders, although the duty of care for directors can be exculpated. A breach of these fiduciary duties can...more
Morrison v. Berry, C.A. No. 12808-VCG (Del. Ch. Dec. 31, 2019). Plaintiff, a former stockholder of The Fresh Market, Inc. (the “Company”), brought claims arising out Apollo’s 2016 acquisition of the Company....more
Skadden’s Executive Compensation and Benefits Group is pleased to provide you with its 2020 Compensation Committee Handbook. This edition reflects updates in applicable law and practices, including developments in director...more