Litigation developments: core M&A and corporate governance doctrines
Compliance Perspectives: Due Diligence and Ultimate Beneficial Ownership (UBO)
As global markets continue to adapt to a new normal, a clear understanding of the structural nuances, risk considerations, and strategic objectives inherent in varying transaction structures enables investors to remain agile...more
Two recent rulings from the Delaware Court of Chancery relating to matters that arose in shareholder activism campaigns were favorable to companies. In Paragon Technologies, Inc. v. Terence J. Cryan, et al. (November 30,...more
“Down rounds” and why they are contentious - Early-stage companies often raise capital in multiple rounds. While founders and investors hope that a company’s valuation is on a one-way trip upwards, the next round could be...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
A Win for Deal Certainty, Delaware Court of Chancery Orders Closing of Cake Supplier Acquisition; Under Armour to Pay $9M to Settle SEC Charges Involving Disclosure Failures; First Circuit Upholds Decision Applying Federal...more
Equity investors and sponsors are actively reviewing the financial needs and business operations of their portfolio companies. As a result of the economic upheaval and government-mandated social restrictions imposed by the...more
On January 30, 2020, the Board of Governors of the Federal Reserve System (Federal Reserve) issued a final rule (Rule) that revises the Federal Reserve’s regulations related to determinations of whether a first company (an...more
Even as they make their investment, private equity investors are focused on their exit. A standard feature of an exit strategy is the set of drag-along rights embedded in a stockholder or similar agreement executed among...more
Because stockholder activism strikes at the heart of a company’s governance structure – often threatening the continuity of a board and the management team alike – the topic is susceptible to fear, uncertainty and doubt....more
The Federal Reserve Board (FRB) recently issued a proposed rule that would codify and clarify when a company is presumed to have a controlling influence over the management and policies of a second company (Proposed...more
Investors that own large stakes in a bank can trigger the Federal Reserve’s oversight if they have “controlling influence” over the bank. ...more
In monitoring SEC comment letters, we came across this SEC comment letter made public this month. It serves as a reminder to registrants that, when calculating a company’s public float, there is an informal presumption that a...more
Snap Inc., which debuted on the New York Stock Exchange (NYSE) on March 2nd, was the largest tech IPO since Alibaba went public in 2014. Initially priced at $17 per share, the share price jumped to more than $24 by the end of...more
lululemon athletica inc.’s Form 10-K includes the following risk factor: Our business could be negatively affected as a result of actions of activist stockholders, and such activism could impact the trading value of our...more
A recent but little-known decision by a Delaware court may have substantially expanded the state's jurisdiction over the directors of a Delaware corporation. Delaware has long had a director-consent-to-service statute: 10...more