News & Analysis as of

Shareholders' Agreements Acquisitions

Skadden, Arps, Slate, Meagher & Flom LLP

Proposed DGCL Amendments Would Expressly Authorize Stockholders’ Agreements and Align DGCL Provisions with Current M&A Practices

On March 28, 2024, the Council of the Corporation Law Section of the Delaware State Bar Association (DSBA) approved proposed amendments to the Delaware General Corporation Law (DGCL) in order to align the DGCL’s provisions...more

A&O Shearman

Delaware Court of Chancery Invalidates “New Wave” Stockholder Agreement Constraining Board Authority

A&O Shearman on

This enduring cornerstone of Delaware corporate law is rooted in Section 141(a) of the Delaware General Corporate Law (“DGCL”): “The business and affairs of every corporation […] shall be managed by or under the direction of...more

Dechert LLP

Delaware Court of Chancery Holds Corwin Cleansing Inapplicable to Board-Entrenching Actions

Dechert LLP on

Court of Chancery holds that Corwin cleansing does not apply to claims seeking to enjoin entrenching actions subject to enhanced scrutiny review under Unocal. The Court found that Plaintiffs successfully pled facts...more

White & Case LLP

Five things to consider when exiting a European joint venture

White & Case LLP on

Although most joint ventures have long (if not indefinite) terms, in turbulent economic times, corporate joint venture partners are more likely to reconsider their commercial arrangements. And in some cases, parties may...more

Orrick, Herrington & Sutcliffe LLP

OLNS#9: Venture Capital Deals in Germany – Pitfalls, Key Terms and Success Factors Founders Need to Know

In substantially all the major world markets, we have dedicated technology lawyers who support young German technology companies on their growth trajectory through all stages. As one of the top tech law firms in the world, we...more

A&O Shearman

Contracting with Disclosed Principals: Who is Your Counterparty?

A&O Shearman on

It is often taken for granted that only the named parties to a contract can enforce it. The English Court of Appeal has recently considered an important derogation from that assumption in the context of an arbitration claim....more

White & Case LLP

2018 Half-year in review: M&A legal and market developments

White & Case LLP on

We set out in the attached Newsletter a number of interesting English court decisions and market developments which have taken place in the second half of 2018 and their impact on M&A transactions. This review looks at these...more

McCarter & English, LLP

Delaware Law Updates – Board’s Adoption of a Plan of Dissolution Held Not to Be a Breach of the Directors’ Fiduciary Duties

McCarter & English, LLP on

In The Huff Energy Fund, L.P. v. Gershen, C.A. No. 11116-VCS (Del. Ch. Sept. 29, 2016), the Delaware Court of Chancery dealt with the issue of whether a company’s decision, approved by its board of directors and its...more

K&L Gates LLP

A Guide to Doing Business in Italy

K&L Gates LLP on

Italy is renowned for its rich art, cuisine, history, fashion, and culture; its beautiful coastline and beaches; its mountains; and priceless ancient monuments. In fact, Italy is a top tourist destination and has more World...more

Dechert LLP

Impact of the Cigna Health Decision on the Use of the Merger Structure in Private Acquisitions

Dechert LLP on

When buying a private company controlled by a private equity sponsor but with a substantial number of other shareholders, a common technique to avoid the need to obtain signatures from all the shareholders to a stock purchase...more

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