News & Analysis as of

Fairness Standard

Womble Bond Dickinson

The Challenge of Fair Trials in the Age of Media Saturation

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Social media’s influence on American society carries major implications for the public’s perception of current events. With headlines reaching millions of consumers within minutes, public outrage over racially charged crimes,...more

Braumiller Law Group, PLLC

Navigating Trade Waters: A Deep Dive into the USMCA Joint Review Process and Its Impact on China and Mexico – Part Two: The...

This is the second of a three-part series about the USMCA joint review process, focusing on China, Mexico, and competing visions of a “worker-centered” trade policy. Part one introduces the USMCA joint review process and...more

Husch Blackwell LLP

Colorado's New Employment Laws: What to Know

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The 2024 Colorado legislative session concluded on May 8, 2024. Consistent with last year’s session, the 74th General Assembly ended with a number of new employment-related laws passing. Enacted legislation will enhance...more

Pillsbury Winthrop Shaw Pittman LLP

SEC Adopts Long-Anticipated Rules for SPACs: Considerations for Market Participants and SEC Enforcement Objectives in the New...

The rules, originally proposed in March 2022, realign disclosures, marketing practices and other obligations in de-SPAC transactions more closely with traditional IPOs and add increased risk and uncertainty for market...more

Sheppard Mullin Richter & Hampton LLP

Delaware Corporations Must Employ Procedural Safeguards When Approving a Reincorporation that Could Benefit a Controlling...

In Palkon v. Maffei, C.A. No. 2023-0449-JTL, 2024 Del. Ch. LEXIS 48 (Del. Ch. Feb. 20, 2024) (Laster, V.C.) the Delaware Court of Chancery considered whether a controlling stockholder’s approval of transactions...more

Mayer Brown

New York State Department of Financial Services Issues Proposed Artificial Intelligence Circular Letter

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On January 17, 2024, the New York State Department of Financial Services (“NYSDFS”) released a proposed circular letter addressing the use of external consumer data and information sources (“ECDIS”) and artificial...more

Lasher Holzapfel Sperry & Ebberson PLLC

Challenging Prenuptial Agreements in Washington State, at Trial and on Appeal

Most people are aware of the statistic that roughly 50% of marriages end in divorce; but did you know that only 5 – 10% of couples opt for a prenuptial agreement prior to marriage? So, what does a prenuptial agreement...more

Robinson+Cole Data Privacy + Security Insider

Federal Court Rules Texas Drone Law Not Facially Unconstitutional

The U.S. Court of Appeals for the Fifth Circuit reversed a district court’s 2022 ruling on the constitutionality of Texas Chapter 423 law (i.e., the drone law) which restricts the actions of drones. Nat’l Press Photographers...more

Hanzo

Understanding California Senate Bill 235: A New Chapter in Civil Discovery

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When it comes to the legal landscape, every new law or amendment can have a significant impact on the processes and outcomes for litigants. A recent change in California, Senate Bill 235 (CA SB235), signed into law by Gavin...more

Opportune LLP

The Case For A Second Opinion On Certain Fairness Opinions

Opportune LLP on

Before trying to decide if it makes sense to get a second opinion on a fairness opinion, it’s necessary to understand why fairness opinions started and how they have evolved over the years. Fairness opinions are closely tied...more

BakerHostetler

If an Agency Calls Something Unfair, Does That Magically Make It Unlawful? A Recent Blog Post by the FTC’s Chief Technology...

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Last week, the Federal Trade Commission’s (FTC) tech blog quietly published a post that could have broad implications - for privacy practitioners and beyond. In this post, the agency takes the novel position that if consumer...more

Womble Bond Dickinson

Schools Hold Valuable FCC Spectrum Licenses that Now Can Be Sold - With a Fairness Opinion

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In July 2019, the FCC upended the status quo of 57 years of educational institutions holding FCC licenses for some of the largest spectrum band. The band is 190 MHz of highly desirable 2.5 GHz spectrum....more

Tonkon Torp LLP

Potential 2022 Legislation Impacting Employers

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The Oregon Legislature has begun its 2022 Regular Session and we want to make you aware of a number of interesting bills which could impact the employment arena. It is too early to know which of these, if any, will become...more

Perkins Coie

Chancery Court Applies Onerous Entire Fairness Standard in First SPAC-Related Decision

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In one of the first decisions to analyze fiduciary duty claims in the context of a special purpose acquisition company (SPAC) merger, the Delaware Chancery Court recently sustained the legal viability of a putative...more

Akin Gump Strauss Hauer & Feld LLP

[Podcast] Creditors’ Fees and English Law Schemes of Arrangement

In this episode, Akin Gump financial restructuring partners Lois Deasey and Liz Osborne offer an overview of creditors' fees related to English law schemes of arrangement. Among the topics covered: - The class and...more

Epstein Becker & Green

HHS Limits Use of Guidance Documents in Civil Enforcement Actions and Issues First Good Guidance Practices Petition Response

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On January 14, 2021, the Department of Health and Human Services (“HHS”) published the Transparency and Fairness in Civil Administrative Enforcement Actions final rule (“Rule”). The Rule amends and supplements the HHS Good...more

Vinson & Elkins LLP

SPACs & Entire Fairness: What Standard Of Review Applies To The de-SPACing Transaction

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While litigation against special purpose acquisition companies (“SPACs”) has been historically rare, the increase in SPAC offerings and transactions portends increased litigation, particularly with respect to a SPAC’s...more

McDermott Will & Emery

Mind the Gap: Strategies for Addressing the Valuation Gap in European M&A Deals During and After COVID-19

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In a climate where there are so many unknown factors challenging valuation methodologies, we explore a number of mechanisms that European dealmakers may consider during the Coronavirus (COVID-19) pandemic in order to bridge...more

Troutman Pepper Locke

Delaware Court of Chancery Applies Revlon, Not Business Judgment Rule, Despite Stockholder Approval in In re Mindbody, Inc.

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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

Brooks Pierce

White House Memo Emphasizes Ideals of Fairness in Civil Investigations Conducted by Federal Agencies

Brooks Pierce on

On Aug. 31, 2020, President Donald Trump issued a Memorandum (the “Memo”) to all secretaries of executive departments and agencies concerning the implementation of Section 6 of Executive Order 13924, Executive Order on...more

Robinson+Cole Class Actions Insider

Are Incentive Awards for Named Plaintiffs in Class Actions Allowed? Not According to the Eleventh Circuit

A recent decision by the Eleventh Circuit struck down a practice that is commonplace in class action settlements—providing a modest incentive award to a named plaintiff. In Johnson v. NPAS Solutions, LLC, No. 18-12344, 2020...more

Opportune LLP

Fairness & Solvency Opinions Shouldn't Be Overlooked Amid Restructuring Wave

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James Hanson, Managing Director with Opportune Partners LLC, discusses why fairness and solvency opinions are necessary in oil and gas transactions, especially as bankruptcies and restructuring events mount in today's...more

Morrison & Foerster LLP

Coming Home – Overview Of Going Private Transactions Of U.S.-Listed Chinese Companies

Since the early 1990s, the U.S. stock exchanges have long been home to many prominent Chinese companies as they tried to attract a wide spectrum of investors and enhance their global profile. However, waves of the reverse...more

Opportune LLP

3 Fairness & Solvency Opinion Themes In The Context Of Latest Oil & Gas Bankruptcy Cycle

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We’ve been keeping busy, but unfortunately for the oil and gas sector, it has been especially busy in our Restructuring group. As we help clients navigate these difficult times, we’ve been noticing several common themes as...more

Troutman Pepper Locke

Fraud on the Board: Material Conflicts Must Be Disclosed to the Board to Warrant Business Judgment Review

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A recent decision by the Delaware Supreme Court emphasizes the importance of fully disclosing material director and officer conflicts of interest in connection with proposed M&A transactions. Indeed, as the Court’s ruling...more

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