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Shareholder Litigation › Purchase Agreement

Dorsey & Whitney LLP

Delaware Court of Chancery Strictly Construes Shareholder Representative Provision, Complicating Discovery from Shareholders

Dorsey & Whitney LLP on

Following a recent Delaware case, buyers in M&A deals should ensure that their purchase agreements adequately provide for access to information from the seller in case of post-closing disputes. In Fortis Advisors, LLC v....more

Latham & Watkins LLP

FCJ Decision Updates Shareholders’ Resolution Requirement for Sale of GmbH Assets

Latham & Watkins LLP on

While a shareholders’ resolution is still required, the FCJ left open the question of whether notarization of the resolution is necessary. The German Federal Court of Justice (FCJ) decided on 8 January 2019 that Section...more

Latham & Watkins LLP

Court Decision Helps REITs Strategize for Successful Acquisitions in the Face of Shareholder Litigation

Latham & Watkins LLP on

Decision of note for REITs contemplating asset acquisitions involving stock consideration that requires stockholder approval, even if the transaction does not effect a change-in-control. Background – Following...more

Snell & Wilmer

Delaware Supreme Court: No Duty to Buy Out Minority Shareholders in Closely Held Corporations

Snell & Wilmer on

The Delaware Supreme Court recently considered whether the directors of a closely held corporation had a duty under common law fiduciary principles to repurchase a minority shareholder’s shares. The court also considered...more

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