Conflictos de interés en Colombia, nueva regulación
In the Boardroom With Resnick and Fuller - Episode 1
Litigation developments: federal forum provisions
Litigation developments: fundamental shareholder rights.
Employment Law This Week®: Harassment Claims Trigger Shareholder Suits, Misclassification Standard Under Review, EEOC’s New Strategic Plan
Meritas Capability Webinar - Controlling Where to Fight and Who Pays for it?
CorpCast Episode 2: Advancement 101
Class Action Trends – Interview with Stephen Gulotta, Managing Member, Mintz Levin's New York Office
On May 6, 2021, Vice Chancellor Zurn of the Delaware Court of Chancery issued a 200-page decision denying a motion to dismiss in In re Pattern Energy Group Inc. Stockholders Litigation, a class action challenging the $6.1...more
In a decision of interest to private equity investors, the Delaware Court of Chancery (the “Court”) adopted a new framework for determining whether minority stockholders are part of a control group with a separately...more
In Re Tangoe, Inc. Stockholders Litigation was one of those situations where everything that could go wrong did. ...more
Chelsea Therapeutics: Post-Closing Bad Faith Claim a ‘Rare Bird’ in Delaware Absent Allegations of Self-Interestedness or Lack of Independence - In In re Chelsea Therapeutics International LTD Stockholders Litigation,...more
In a stockholder challenge to a going-private merger by a controlling stockholder to buy out minority stockholders, the operative standard of review is ordinarily the most rigorous judicial review, entire fairness. To obtain...more
New York’s highest court earlier this month adopted a more lenient standard for reviewing certain types of corporate transactions between companies and controlling shareholders, similar to that adopted two years ago by...more
Background of Kenneth Cole Productions Shareholder Litigation - The case involved Kenneth Cole Productions (KCP), a public New York corporation well-known as the designer and marketer of shoes, apparel and accessories....more
On May 5, 2016, the New York Court of Appeals in Matter of Kenneth Cole Productions, Inc., Shareholder Litigation, 2016 WL 2350133 (N.Y. May 5, 2016) (Matter of Kenneth Cole), adopted the approach of the Supreme Court of...more
In re Kenneth Cole Productions, Inc. Shareholder Litigation - We previously reported on the Delaware Supreme Court’s landmark decision in Kahn v. M&F Worldwide Corp. (MFW) applying the deferential, defendant-friendly...more
On May 5, 2016, the New York Court of Appeals affirmed the dismissal of a shareholder class action and formally adopted the standard of review for going-private transactions articulated by the Delaware Supreme Court in Kahn...more
On May 5, 2016, the New York Court of Appeals ruled that courts should apply the business judgment rule in shareholder lawsuits challenging going-private mergers, as long as shareholders were adequately protected—a decision...more
The New York Court of Appeals has followed Delaware in holding that the business-judgment rule applies to going-private mergers as long as certain shareholder-protective measures are met. The court’s May 5, 2016 decision in...more
In a self-interested transaction between a company and its controlling stockholder, the operative standard of judicial review under Delaware law is the most rigorous: entire fairness standard of review. To obtain the least...more
On Thursday, September 17, 2015, in In re Riverbed Technology, Inc. Stockholders Litigation, the Delaware Chancery approved a disclosure-only settlement related to the go-private deal for Riverbed Technology, Inc. Although...more
In an August 27, 2015 decision, Vice Chancellor Laster of the Delaware Chancery Court found that the chief executive officer (David H. Murdock) and president and general counsel (C. Michael Carter) of Dole Food Co., Inc....more
Aside from the very large damage award, this decision should be noted for its thorough analysis of the duties of a controlling stockholder and his aides in the way they act to carry out a going private transaction....more
The United States Court of Appeals for the Seventh Circuit recently affirmed a district court decision holding that under Indiana law, an Indiana corporation could vote its own outstanding preferred shares. In 1999, Emmis...more
The Delaware Supreme Court will address the standard for pleading that an independent director has breached fiduciary duties in connection with a controlling shareholder buyout. The issue was certified for interlocutory...more
On November 26, 2014, the Delaware Court of Chancery denied a motion to dismiss a complaint challenging a going-private transaction where the company's CEO, Chairman and 17.5% stockholder was leading the buyout group. In his...more
New York companies seeking to go private with a controlling shareholder may now be less vulnerable to shareholder litigation. On November 20, 2014, the New York Appellate Division, First Department, affirmed a New...more
The New York Appellate Division, First Department, ruled Thursday that the business-judgment rule – not the entire-fairness standard of review – can apply to a going-private transaction with the majority shareholder where the...more
In In re Orchard Enterprises, Inc. Stockholder Litigation, the Delaware Court of Chancery held that the entire fairness standard of review applied to a going-private transaction with a controlling stockholder, even though the...more
On March 14, 2014, the Delaware Supreme Court decided Kahn v. MF Worldwide Corp. and unanimously affirmed the Chancery Court’s ruling in In re MFW. As we discussed previously, in In re MFW, then-Chancellor (now Chief Justice)...more
In Kahn v. M&F Worldwide Corp., the Delaware Supreme Court unanimously upheld the Chancery Court’s decision in In re MFW Shareholders Litigation. In that decision, the Chancery Court had granted summary judgment in favor of...more
On March 14, 2014, the Delaware Supreme Court upheld the Court of Chancery’s 2013 decision in In re MFW Shareholders Litigation, holding that in going-private mergers where there is a controlling stockholder, the use of both...more