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Permanent Injunctions Mergers

Dechert LLP

Delaware Court of Chancery Rules No Supermajority for Nevada Reincorporation

Dechert LLP on

Court of Chancery rejects claim that certificate of incorporation of a Delaware corporation requires supermajority vote for conversion to a Nevada corporation. Court holds that certificate provision requiring...more

Hogan Lovells

Buzzfeed, Inc. v. Hannah Anderson: Buzzfeed not bound by pre-SPAC employment arbitration provisions

Hogan Lovells on

In Buzzfeed, Inc. v. Hannah Anderson, C.A. No. 2022-0357-MTZ (Del. Ch. Oct. 29, 2022), the Delaware Court of Chancery held that “New Buzzfeed,” the company that emerged following Buzzfeed’s SPAC transaction and subsequent...more

Goodwin

Fed Proposes Guidelines for Access to Master Accounts and Payment Services

Goodwin on

In This Issue. The Board of Governors of the Federal Reserve System (Federal Reserve), in response to an increased number of inquiries and access requests from companies with fintech and other narrow purpose charters, invited...more

Proskauer Rose LLP

Are Antitrust Risk Allocation Provisions in Merger Agreements Worthless?

Proskauer Rose LLP on

Megamergers that deprive the American consumer of competition are illegal. But the urge to merge is often so strong that antitrust risks rarely prevent behemoths from the attempt. Long before parties sign deals, issue press...more

Skadden, Arps, Slate, Meagher & Flom LLP

Anthem/Cigna Litigation Underscores Importance of Antitrust Planning in Transactions

On August 31, 2020, the Delaware Chancery Court issued an opinion in litigation between Anthem and Cigna related to the contract in their terminated merger. In its sprawling 306-page opinion, the court detailed a “corporate...more

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