News & Analysis as of

Fiduciary Duty Acquisitions Corporate Counsel

Continuing Trends in M&A Disclosure Litigation

Over the past two years, the deal litigation landscape has changed dramatically. In early 2016, the Delaware Court of Chancery announced a new rule for evaluating disclosure-based settlements in deal litigation — the “plainly...more

Gordon v. Verizon: New York Parts Company with Delaware

On February 2, 2017, the New York Appellate Division, First Department, issued a decision in Gordon v. Verizon Communications, Inc., No. 653084/13, 2017 WL 442871 (1st Dep’t 2017), approving the settlement of litigation over...more

The End of Disclosure-Only Settlements in Securities Class Actions?

by BakerHostetler on

After nearly a decade of prominence, disclosure-only settlements may be going extinct. These settlements occur in class action cases arising from the announcement of a merger or acquisition. The plaintiff class alleges that...more

Court Of Chancery Again Explains Scope Of The Corwin Doctrine

by Morris James LLP on

This is one of two recent Court of Chancery decisions explaining that the Corwin case really does mean that there is an “irrebuttable business judgment rule” that bars challenges to a merger approved by a majority of the...more

Court of Chancery Awards Mootness Fee for “Helpful” Supplemental Disclosures

by Morris James LLP on

The Court of Chancery’s highly-publicized decision in In re Trulia, Inc. Stockholders Litigation, 129 A.3d 884 (Del. Ch. 2016) (Bouchard, C.) (discussed here) took aim at the problem of disclosure-only settlements and...more

Delaware Court of Chancery Finds Accepting Tender Offer Has Same Cleansing Effect as Stockholder Vote

by White & Case LLP on

In In re Volcano Corporation Stockholder Litigation, the Delaware Court of Chancery recently held that majority stockholder approval of a merger under Delaware General Corporation Law Section 251(h) by accepting a tender...more

Court of Chancery Targets “Deal Tax” Litigation By Increasing its Scrutiny of “Disclosure-Only” Settlements

by Morris James LLP on

M&A lawsuits and so-called “disclosure-only” settlements – where stockholder plaintiffs drop their requests to enjoin a deal and grant defendants broad releases primarily in exchange for supplemental disclosures to...more

How Recent Fiduciary Duty Cases Affect Advice To Directors And Officers Of Delaware And Texas Corporations

by Jackson Walker on

I. Introduction. The conduct of corporate directors and officers is subject to particular scrutiny in the context of business combinations (whether friendly or hostile), executive compensation and other affiliated...more

Confidentiality Agreements: How To Draft Them And What They Restrict

by Jackson Walker on

I. Confidentiality Agreements And Their Effects Are Evolving - A confidentiality agreement (also sometimes called a non-disclosure agreement or “NDA”) is typically the first stage for the due diligence process in a...more

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