Preserving Deferred Tax Assets in a Capital Raise
ESOPs can pay fair market value for the stock: Stock purchased by an ESOP must be appraised by an independent third party expert working with a trustee for the ESOP who must also be independent from the seller. The ESOP is...more
When a Delaware corporation engages in a sale of control transaction, its board's obligation is to obtain the highest value reasonably attainable. This obligation, often referred to as Revlon duties, may be fulfilled as long...more
On December 19, 2014, the Supreme Court of Delaware reversed the Delaware Court of Chancery's November decision to preliminarily enjoin for 30 days a vote by C&J Energy Services stockholders on a merger with Nabors Red Lion...more
In a recent decision, the Delaware Supreme Court reversed the Court of Chancery's entry of a preliminary injunction that enjoined C&J Energy Services, Inc. ("C&J") from holding a stockholder vote on its proposed merger with...more
Presented below is a brief survey of leading cases interpreting Pennsylvania corporate law in situations involving takeovers, proxy fights or other matters affecting corporate changes of control. This summary is by no means...more
The 77th Nevada Legislature has adopted several amendments to Nevada’s business statutes affecting Nevada corporations and limited liability companies (LLCs). The amendments to Nevada Revised Statutes (NRS) Chapter 78...more