News & Analysis as of

Fiduciary Duty Acquisitions Disclosure Requirements

Skadden, Arps, Slate, Meagher & Flom LLP

Insights: The Delaware Edition - June 2023

In a case of first impression, the Court of Chancery held recently that officers, like directors, owe their companies a duty of oversight, although the scope of that will vary with their responsibilities. Two other Chancery...more

Latham & Watkins LLP

The Latham & Watkins Take-Private Guide: An Overview of Acquiring a US Public Company

Latham & Watkins LLP on

This guide provides an overview of the processes, possible structures, and principal issues for consideration by an acquirer in connection with an acquisition of a publicly traded US company for cash (i.e., a “take-private”...more

Goodwin

Rhode Island Federal Court Dismisses Securities Class Action Against CVS Arising From Statements Made After Omnicare Acquisition

Goodwin on

Rhode Island Federal Court Dismisses Securities Class Action Against CVS Arising From Statements Made After Omnicare Acquisition; SEC Division of Corporation Finance Suggests Companies Issue Additional Disclosures When...more

Troutman Pepper

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

Troutman Pepper on

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

White & Case LLP

2019 Half-year in review: M&A legal and market developments

White & Case LLP on

We set out in the attached Newsletter a number of interesting English court decisions and market developments which have taken place in the second half of 2019 and their impact on M&A transactions. This review looks at these...more

Skadden, Arps, Slate, Meagher & Flom LLP

Insights: The Delaware Edition - November 2019

This issue focuses on important, developing areas of Delaware corporation law and deal litigation, including recent trends in Delaware corporate disclosure law, the Delaware Supreme Court’s important ruling in Marchand v....more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - September 2019

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between May and August 2019....more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - September 2018

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between May 2018 and August 2018.... US Supreme Court - Supreme Court Holds That SEC Administrative Law Judges...more

Sheppard Mullin Richter & Hampton LLP

Delaware Court of Chancery Dismisses Post-Closing Disclosure Claims for Damages, Cautioning That Such Claims Are Best Pursued...

In Nguyen v. Barrett, C.A. No. 11511-VCG, 2016 WL 5404095 (Del. Ch. Sept. 28, 2016) (Glasscock, V.C.), the Delaware Court of Chancery dismissed an amended complaint seeking damages for alleged disclosure violations in...more

Morrison & Foerster LLP

The Financial Choice Act: Implications for the U.S. Securities Legal Framework

On September 13, 2016, the House Financial Services Committee of the United States House of Representatives (the “FSC”) formally released H.R. 5983, the “Financial CHOICE Act” (the “CHOICE Act”). While the CHOICE Act has...more

Bracewell LLP

Delaware Chancery Court Dismisses Challenge to Merger of MLPs - Reaffirms Ability of Limited Partnerships to Modify Fiduciary...

Bracewell LLP on

In an opinion issued on March 29, 2016, the Delaware Chancery Court dismissed a challenge to the 2015 acquisition of Regency Energy Partners LP (“Regency”) by Energy Transfer Partners L.P. (“ETP”), holding that Regency’s...more

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