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Fairness Standard

Wilson Sonsini Goodrich & Rosati

Delaware Court of Chancery Dismisses Challenge to Acquisition of VC-Backed Public Company

In late 2017, the Delaware Court of Chancery issued an important decision rejecting a post-closing challenge to the sale of a venture capital-backed public company. The decision, van der Fluit v. Yates,1 by Vice Chancellor...more

Field Law

Defence + Indemnity: December 2017: IV. QUANTUM/DAMAGES ISSUES

by Field Law on

IV. QUANTUM/DAMAGES ISSUES - A. Where a plaintiff is held to suffer a negative loss (i.e. has had a “gain”) under one head of damage, that gain is not to be offset or deducted from another head of damage where the...more

Akin Gump Strauss Hauer & Feld LLP

Delaware Supreme Court Reins in Stockholder Ratification of Director Compensation

• Directors were not entitled to stockholder ratification defense where stockholders only approved the general parameters of director and employee bonuses • This marks the first time in nearly 60 years that Delaware’s...more

Wilson Sonsini Goodrich & Rosati

Delaware Court of Chancery Issues Important Decision on Recapitalizations and Dual-Class Structures Involving Controlling...

On December 11, 2017, the Delaware Court of Chancery issued a decision that will be important for companies looking to implement measures to extend or make changes to dual-class voting structures and for companies with...more

Patrick Law Group, LLC

Pros and Cons of Hiring a Security Rating Agency

by Patrick Law Group, LLC on

One can hardly check out any news outlet today without reading or hearing about a security breach. Experts frequently advocate performing internal assessments to identify security weaknesses. Commentators tout the...more

Dentons

Negligence liability: parent and subsidiary companies

by Dentons on

The High Court has considered the circumstances in which a parent company may be liable to third parties in negligence for the acts or omissions of its subsidiary....more

Cadwalader, Wickersham & Taft LLP

The Delaware Chancery Court’s Columbia Pipeline and Saba Software Decisions: Lessons beyond Corwin

Two recent decisions from the Delaware Court of Chancery faithfully apply the Delaware Supreme Court’s holding in Corwin v. KKR Financial Holdings LLC. No surprise there. Corwin held that when “a transaction not subject to...more

Dentons

The standard of fairness in South African law – a case for the petroleum industry

by Dentons on

Pacta sunt servanda is a longstanding principle under South African law. This principle recognises that parties are free to contract and must be bound by the terms of an agreement. However, pacta sunt servanda is not without...more

Knobbe Martens

Federal Circuit Review | March 2017

by Knobbe Martens on

Federal Circuit Remands IPR Final Decision For Inadequate Obviousness Analysis, Sidesteps Issue of Proper Claim Construction Standard - In Personal Web Technologies, LLC v. Apple, Inc., Appeal No. 2016-1174, the Federal...more

Dorsey & Whitney LLP

First Department Opens the Door a Bit Wider to “Disclosure-Only” Settlement Agreements in Class Action Cases

by Dorsey & Whitney LLP on

On February 2, 2017, the New York Supreme Court, Appellate Division, First Department, approved a “disclosure-only” settlement agreement in Gordon v. Verizon Communications, Inc., 2017 N.Y. App. Div. LEXIS 740 (1st Dep’t Feb....more

Bennett Jones LLP

Reliance on the Employment Contract–AKA "But It's Not Fair"

by Bennett Jones LLP on

Canadian courts have often been swayed by arguments of fairness from plaintiff employees regarding the interpretation of their employment contracts in an employment dispute. There has been a general judicial recognition of...more

Bennett Jones LLP

Alberta Court of Appeal Revisits Contractual Good Faith Principles

by Bennett Jones LLP on

The organizing principle of good faith and the duty of honest contractual performance laid down by the Supreme Court of Canada in Bhasin v Hrynew, 2014 SCC 71 [Bhasin] do not give courts the ability to review the fairness of...more

Morrison & Foerster LLP

Employment Law Commentary - Volume 28, Issue 11

by Morrison & Foerster LLP on

You’re Fired? Potential Workplace Ramifications Of The Trump Presidency - Last month, Donald Trump was elected the 45th president of the United States. The surprising and historic outcome has left everyone asking: Will...more

Ward and Smith, P.A.

Public Housing Alert

by Ward and Smith, P.A. on

Technical notice requirements, grievance procedures, and other aspects of federal law and regulation make evictions by public housing authorities ("PHAs") uniquely complex.  Since 1967, North Carolina law imposed an...more

Sheppard Mullin Richter & Hampton LLP

Delaware Court of Chancery Addresses the “Cleansing Effect” of Stockholder Approval In Post-Closing M&A Damages Actions

In two recent decisions, City of Miami General Employees’ & Sanitation Employees’ Retirement Trust v. Comstock, C.A. No. 9980-CB, 2016 Del. Ch. LEXIS 133 (Del. Ch. Aug. 24, 2016) (Bouchard, C.) (“Comstock”), and Larkin v....more

Hinshaw & Culbertson LLP

Practioners -- Time to Update Your Client Arbitration Agreements, Part II

by Hinshaw & Culbertson LLP on

Many attorneys have been using the same engagement agreements for decades designating standard commercial providers such as the American Arbitration Association to resolve client disputes. In recent years some have learned...more

Bond Schoeneck & King PLLC

Recent New York Court of Appeals Decisions: Court Adopts Standard of Review for Going-Private Mergers (5/16)

On May 5, 2016, the New York Court of Appeals ruled on the standard of review applicable to a going-private merger in Matter of Kenneth Cole Prods, Inc. Shareholder Derivative Litig. In particular, the Court considered...more

Proskauer - Corporate Defense and Disputes

N.Y. Court of Appeals Adopts Business Judgment Rule, with Conditions, for Going-Private Mergers

The New York Court of Appeals has followed Delaware in holding that the business-judgment rule applies to going-private mergers as long as certain shareholder-protective measures are met. The court’s May 5, 2016 decision in...more

Womble Bond Dickinson

Searching for the Heart of the Doctrine of Vested Rights Part II

by Womble Bond Dickinson on

On July 7, 2015, we posted “Searching for the Heart of the Doctrine of Vested Rights.”(See here) In that post, we compared a Court of Appeals’ decision in a public school teachers’ vested rights case with a decision of the...more

Shipman & Goodwin LLP

California Appellate Court Finds College Student Accused of Sexual Assault Was Denied Due Process

by Shipman & Goodwin LLP on

In a ruling sure to reverberate on college campuses across the nation, a California appeals court unanimously reversed the trial court’s ruling in Doe v. Univ. of Southern California. In Doe, a student (“Doe”) sued the...more

Shipman & Goodwin LLP

See You In Court - April 2016

by Shipman & Goodwin LLP on

The Nutmeg Board of Education has not expelled a student for over two years. Not because Nutmeg students are so compliant, however, but rather because the Board appointed a hearing officer two years ago to conduct expulsion...more

Sullivan & Worcester

Flechtheim Heirs Suspend Limbach Commission Proceedings Over Juan Gris Painting in Düsseldorf

by Sullivan & Worcester on

In a move that is symbolic of the tattered legitimacy of the German Advisory Commission concerning Nazi-looted art in state museums, the heirs of famed and persecuted Jewish art dealer Alfred Flechtheim today suspended the...more

Morris James LLP

Court Of Chancery Applies Entire Fairness To Controller Contract

by Morris James LLP on

This is an important and useful decision for at least two reasons. First, the Court carefully analyzes past Delaware precedent to conclude that the entire fairness test applies not just to squeeze-out mergers, but also to...more

Dorsey & Whitney LLP

A New Direction For SEC Enforcement in 2016?

by Dorsey & Whitney LLP on

As the new year begins SEC Enforcement appears to be at a cross-roads. Commissioners have, or will, depart; there are, or will be, new appointees. The reconstituted agency will have to determine if its current...more

Dorsey & Whitney LLP

Can an Enforcement Standard be Discerned from the SFC’s Case Against Moody’s?

by Dorsey & Whitney LLP on

The hearings have recently concluded in Moody’s appeal of the November 24, 2014 decision of Hong Kong Securities and Futures Commission (the “SFC”) to fine Moody’s HK$23 million for its release of a report applying a “red...more

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JD Supra Privacy Policy

Updated: May 25, 2018:

JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.

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Information for EU and Swiss Residents

JD Supra's principal place of business is in the United States. By subscribing to our website, you expressly consent to your information being processed in the United States.

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Privacy Officer
JD Supra, LLC
10 Liberty Ship Way, Suite 300
Sausalito, California 94965

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California Privacy Rights

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Privacy Officer
JD Supra, LLC
10 Liberty Ship Way, Suite 300
Sausalito, California 94965

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Access/Correct/Update/Delete Personal Information

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Changes in Our Privacy Policy

We reserve the right to change this Privacy Policy at any time. Please refer to the date at the top of this page to determine when this Policy was last revised. Any changes to our Privacy Policy will become effective upon posting of the revised policy on the Website. By continuing to use our Website and Services following such changes, you will be deemed to have agreed to such changes.

Contacting JD Supra

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How We Use Cookies and Other Tracking Technologies

We use cookies and other tracking technologies to:

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Updates to This Policy

We may update this cookie policy and our Privacy Policy from time-to-time, particularly as technology changes. You can always check this page for the latest version. We may also notify you of changes to our privacy policy by email.

Contacting JD Supra

If you have any questions about how we use cookies and other tracking technologies, please contact us at: privacy@jdsupra.com.

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