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
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
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
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
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
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
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
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
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
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