Litigation developments: core M&A and corporate governance doctrines
Compliance Perspectives: Due Diligence and Ultimate Beneficial Ownership (UBO)
On August 31, 2024, California’s legislature passed Assembly Bill 3129 (“AB 3129”), which will be enacted if approved by California Governor, Gavin Newsom. AB 3129 would establish a mandatory approval process for a broad...more
In January 2022, Vice Chancellor Lori Will of the Delaware Court of Chancery issued a groundbreaking opinion in In re MultiPlan Corp. Stockholders Litigation that paved the way for SPAC stockholders to bring direct breach of...more
The Background: After unsuccessfully trying to convince the special committee not to implement a plan to liquidate a business line, which the controlling stockholder believed would destroy value, the controlling stockholder...more
Global M&A Activity Endures Headwinds in 2023 and Displays Resilience Going Into 2024 - Despite market headwinds, dealmakers have looked to carveouts, spin-offs, joint ventures and other creative deal structures to engage...more
After an unprecedented post-COVID boom, M&A activity has slowed in recent months, with overall global M&A value down as much 44% in the first five months of 2023, according to a recent report by Bain & Company. Against this...more
In this inaugural issue of the 2022 Technology and Life Sciences PIPE Report, we present analysis related to 108 private investments in public equity (PIPEs) by U.S.-based technology and life sciences companies between...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
Japan's Ministry of Economy, Trade and Industry completely revised the 2007 MBO guidelines on June 28, 2019. The new guidelines, now termed "Fair M&A Guidelines," include within their scope acquisitions by controlling...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
In a decision with potentially far-reaching implications for private equity sponsors and other controlling stockholders, the Delaware Court of Chancery expanded the potential for liability for foreign-based controllers by...more
A recent Delaware Supreme Court order affirming the Court of Chancery’s ruling in Alarm.com Holdings, Inc. v. ABS Capital Partners, Inc. provides important guidance for private equity and venture capital firms that seek to...more
In a highly anticipated decision, the U.S. Court of Appeals for the Fifth Circuit recently affirmed a bankruptcy court order dismissing a chapter 11 case filed by a corporation without obtaining—as required by its corporate...more
There is a general perception that statutory appraisal challenges have been on the rise over the past several years. The Delaware Court of Chancery has issued a number of opinions during that time that use the merger price...more
Many private equity, hedge and mutual funds constantly have to confront the complex control rules that may impact even the smallest of investments in banks or bank holding companies (BHCs). The issue may be as simple as...more