News & Analysis as of

Minority Shareholders Mergers Corporate Governance

Morris James LLP

Minority Stockholder Was Not a Controller Because Plaintiff Did Not Adequately Plead Actual Control of the Company’s Business...

Morris James LLP on

It is axiomatic that directors and officers of a Delaware corporation owe fiduciary duties to stockholders (and the company). Controlling stockholders also owe fiduciary duties. A stockholder is deemed a controller either...more

Goodwin

Navigating the Nuances: M&A Buyouts vs. Growth Equity Transaction

Goodwin on

As global markets continue to adapt to a new normal, a clear understanding of the structural nuances, risk considerations, and strategic objectives inherent in varying transaction structures enables investors to remain agile...more

Skadden, Arps, Slate, Meagher & Flom LLP

Europe Increasingly Turns to Special Committees in Transactions Involving a Controlling Shareholder

A takeover offer from a controlling shareholder presents a challenge to boards of directors who are tasked with protecting minority shareholders, particularly where some of the directors on the board may have relationships or...more

Hogan Lovells

Litigation developments: core M&A and corporate governance doctrines

Hogan Lovells on

Hogan Lovells partners Courtney Devon Taylor and Christopher Pickens, from our Philadelphia and Northern Virginia offices respectively, discuss core M&A and corporate governance doctrines – and how they will continue to...more

White & Case LLP

5 things you need to know about...shareholder activism

White & Case LLP on

One - Whilst we have seen a decline in new public activist campaigns and demands since the onset of the pandemic, there is much going on below the surface. Many activists have adopted a "wait and see" approach regarding...more

Dechert LLP

Global Private Equity Newsletter - Spring 2017 Edition: Bridging the Consideration Gap

Dechert LLP on

As recently as March 15, 2017 (Financial Times), KPMG explained that total market capacity for M&A will increase by 17% in 2017 as companies continue to pay down debt and bolster cash reserves. As a result, sell-side...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Recent Shareholder Activism in Asia Could Signal Changing Attitudes"

Levels of shareholder activism are reaching record highs in the United States, and such activity has become increasingly prevalent in Europe. But with the exception of Japan, Asia often is seen as a relative backwater in this...more

Smith Anderson

Tyranny of the Minority: North Carolina Business Court Explores Potential Fiduciary Duties of Minority Shareholders

Smith Anderson on

The North Carolina Business Court recently issued an opinion considering whether a minority shareholder can ever be considered a “controlling shareholder” who owes a fiduciary duty to other shareholders. The court’s opinion...more

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