News & Analysis as of

Private Equity Board of Directors

Skadden, Arps, Slate, Meagher & Flom LLP

Court of Chancery Issues First Dismissal of a SPAC Disclosure Complaint

In January 2022, Vice Chancellor Lori Will of the Delaware Court of Chancery issued a groundbreaking opinion in In re MultiPlan Corp. Stockholders Litigation that paved the way for SPAC stockholders to bring direct breach of...more

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Court Denies Dismissal of Claims Based on Controller and Financial Advisor Conflicts

On May 31, 2024, the Delaware Court of Chancery issued an important decision addressing several key areas of Delaware law related to merger litigation. The opinion indicates that the court will continue to closely scrutinize...more

Ankura

The Evolving Role of the PortCo CFO

Ankura on

The Chief Financial Officer (CFO) plays a critical role in orchestrating the financial strategy of the company. With massive amounts of capital stockpiled by private equity (PE) firms and ready to be deployed, the demand for...more

Holland & Knight LLP

Key Considerations for Independent Sponsors Regarding Portfolio Company Governance

Holland & Knight LLP on

Holland & Knight's Independent Sponsors Team has seen an increasing number of independent sponsors taking part in transactions of seemingly all shapes and sizes. With increasing variation of transactions comes increasing...more

Skadden, Arps, Slate, Meagher & Flom LLP

Corporate Trends and Financing - March 2024

Managing Deal Risks in a Challenging Regulatory Environment: Strategies and Deal Terms With antitrust and other regulators scrutinizing mergers more closely, it is crucial for companies to negotiate terms to mitigate and...more

Nutter McClennen & Fish LLP

M&A in Brief: Q1 2024

In a letter ruling, the Delaware Chancery Court held that where neither the target nor the acquiror was a Delaware entity, the transaction documents between the parties could not confer jurisdiction in the Chancery Court...more

Jones Day

Controlling Stockholder Exercising Voting Power as Stockholder to "Change the Status Quo" Owes Fiduciary Duties

Jones Day on

The Background: After unsuccessfully trying to convince the special committee not to implement a plan to liquidate a business line, which the controlling stockholder believed would destroy value, the controlling stockholder...more

Skadden, Arps, Slate, Meagher & Flom LLP

FCA Preserves Key Tool for Activists in Listing Rules Reform

Activist shareholders had a busy 2023: The incidence of activist campaigns in Europe soared by almost 70% compared to 2022, according to data compiled by Skadden and Activistmonitor. As we described in a previous issue of The...more

Skadden, Arps, Slate, Meagher & Flom LLP

Real World Examples Where Conflicts Tainted a Deal Process, and Other Deals That Were Insulated From Conflicts

Sometimes when a board is considering a strategic transaction, it may find that a key figure who can influence the deal process — for example, a founder, controller or CEO-negotiator — has a potential conflict of interest....more

Brownstein Hyatt Farber Schreck

FTC Proposes ‘Comprehensive Redesign of the Premerger Notification Process’

This summer, the Federal Trade Commission (“FTC”) issued a Notice of Proposed Rulemaking (“NPRM”) proposing extensive revisions to the rules that implement the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended...more

Jones Day

FERC Affirms Expansion of its Affiliate Rules, Reflecting Greater Scrutiny Over Investments in Public Utilities

Jones Day on

The Federal Energy Regulatory Commission ("Commission" or "FERC"), sustaining a previous order, holds that the appointment of a non-independent director by an investor to a utility's board creates a per se affiliate...more

Latham & Watkins LLP

Investor Directors in the Hot Seat as Enforcement Risk Grows

Latham & Watkins LLP on

Greater focus on strong corporate governance and transparency is placing company directors in the UK and elsewhere under growing scrutiny and increased risk of individual civil and criminal liability. As new case law and...more

McDermott Will & Emery

HPE Miami 2023 | Mitigating Risk & Liabilities: Strategies for 100 Days Post-Close and Beyond

During this session, this roundtable focused on steps that investors can take to promote compliance. Among other topics, there was discussion regarding the roles, responsibilities and best practices for those serving in board...more

McDermott Will & Emery

Seven Corporate Directors Resign: DOJ Ramps Enforcement Against Board Members Serving on Competitors’ Boards

McDermott Will & Emery on

WHAT HAPPENED - • Seven directors resigned from corporate boards following promises of enforcement of Clayton Act Section 8 (15 U.S.C. § 19) by the US Department of Justice (DOJ), Antitrust Division (the Division), the...more

Foley Hoag LLP

Private Equity Subject to Increased Antitrust Scrutiny from DOJ

Foley Hoag LLP on

Transactions involving private equity should expect to face antitrust concerns from the DOJ that go beyond the question of how many competitors will remain afterwards, even if the transactions do not trigger an HSR filing. ...more

Skadden, Arps, Slate, Meagher & Flom LLP

Insights – June 2021

Shareholder Proposal No-Action Requests in the 2021 Proxy Season: Dearth of No-Action Response Letters Leaves Companies Guessing - Although the SEC staff issued fewer written no-action response letters during the 2021...more

Skadden, Arps, Slate, Meagher & Flom LLP

The Informed Board - Spring 2021

What questions do prospective SPAC directors need to ask? What are the 10 most common misconceptions regarding attorney-client privilege? The Informed Board aims to provide insights into the key issues directors face...more

Sheppard Mullin Richter & Hampton LLP

Sellers Beware: Fiduciary Duty Risks to Directors

A recent decision by a New York federal district court illustrates significant potential pitfalls for sellers in leveraged buyouts and similarly structured transactions.  In particular, it highlights the potential risks under...more

Sheppard Mullin Richter & Hampton LLP

Nota Bene Episode 106: The Corporate Investor Movement Toward Environmental, Social, and Governmental Policies with Allison...

Company investors and consequently, corporate boards, are acknowledging the importance of implementing good environmental, social, and governmental (“ESG”) policies to help mitigate risk, attract quality leadership, and...more

Goodwin

Key Takeaways for Investors From the Federal Reserve’s Final “Control” Rule

Goodwin on

On January 30, 2020, the Board of Governors of the Federal Reserve System (Federal Reserve) issued a final rule (Rule) that revises the Federal Reserve’s regulations related to determinations of whether a first company (an...more

Robins Kaplan LLP

Financial Daily Dose 1.31.2020 | Top Story: IBM CEO Ginni Rometty is Out After Eight Years at the Helm

Robins Kaplan LLP on

In a week that’s already seen plenty of C-suite shakeups, we’ve learned that Ginni Rometty is stepping down from her role as CEO at IBM. The company’s cloud computing chief, Arvind Krishna, will take over for her, though...more

Ward and Smith, P.A.

Real-Life Lessons on How Mid-Sized Companies Handle Ownership Transitions

Ward and Smith, P.A. on

Business consultant Karen Albritton along with Ward and Smith attorneys Deana Labriola and Matt Thompson, all with personal experience in a variety of companies, discussed several of the tricky issues related to ownership...more

Dechert LLP

Dechert on ESG - An Overview for Asset Managers

Dechert LLP on

ESG is not a new phenomenon, but its significance for asset managers is growing. With continued media scrutiny of sustainability and environmental pressures, "millennials" forming a greater proportion of the investing...more

White & Case LLP

METI issues "Fair M&A Guidelines" and publishes an English version

White & Case LLP on

Japan's Ministry of Economy, Trade and Industry completely revised the 2007 MBO guidelines on June 28, 2019. The new guidelines, now termed "Fair M&A Guidelines," include within their scope acquisitions by controlling...more

Skadden, Arps, Slate, Meagher & Flom LLP

Recent Trends in Shareholder Activism

Shareholder activism remains pervasive in the corporate landscape, as many companies continue to face new, and sometimes more sophisticated, activist situations. Recent activism-related trends indicate that the landscape is...more

47 Results
 / 
View per page
Page: of 2

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
- hide
- hide