JONES DAY TALKS®: Five Pillars of Series A Shareholder Rights: A Discussion for VC Investors
Litigation developments: fundamental shareholder rights.
JONES DAY TALKS®: ESG: The Opportunities and the Risks
Virgin Media's Lawyer on Liberty Global Deal
In the high-stakes world of mergers and acquisitions, minority shareholders must proceed judiciously. While transactions may have the power to reshape entire industries and create tremendous value, such arrangements can be...more
Many Bank Holding Companies (BHC) have shareholder/stockholder agreements that limit voting rights, transfer of shares and other restrictive provisions. The creation and implementation of these agreements occurred mainly when...more
Drag-along rights are contractual provisions – usually within a shareholder agreement – that provide majority shareholders with the right to force minority shareholders’ participation in the future sale of a company....more
David F. Johnson presented his paper “Business Divorce: Minority Shareholder Rights In Texas” to the State Bar of Texas’s Business Disputes Course on September 2-3, 2021. This presentation addressed shareholder oppression...more
Manti Holdings, LLC, et al. v. Authentix Acquisition Company, Inc. considered whether a “loser pays” fee-shifting provision in a stockholders’ agreement violated Delaware law. In 2008, the Petitioners had all held stock in a...more
Does increased appraisal risk have an effect on manager behavior? Recent research (unpublished) suggests it does. In this paper (earlier version), the author examines target manager disclosure behavior before and after the...more
Previously, we reported an important ruling of first impression by the Delaware Superior Court that a shareholder appraisal action against Pillsbury’s client Solera Holdings Inc. was a “Securities Claim” under Solera’s...more
This post is the third of a three-part series looking at the current NVCA Series A model legal documents. The National Venture Capital Association (“NVCA”) has created and maintained a standardized, industry-embraced set...more