“Drag along” provisions are frequently included in shareholders’ agreements. Whenever an offer for all (or a high proportion) of a company's share capital is accepted by a majority (as determined by the shareholders’...more
We set out below a number of interesting English court decisions and market developments which have taken place and their impact on M&A transactions. This review looks at these developments and gives practical guidance on...more
On August 1, 2024, the 2024 amendments to Delaware’s entity statutes went into effect. These include amendments to the Delaware General Corporation Law (the “DGCL”), the Delaware Limited Liability Company Act (the “LLC Act”),...more
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
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
On 28 June 2022, the Saudi Cabinet of Ministers approved the New Companies Law, and it was published in the official gazette (Umm Al Qura newspaper) on 4 July 2022 pursuant to Royal Decree No. (M/132) dated 01/12/1443H (the...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
A previous article by our firm has sorted out and summarized privatization transactions. As a companion article, this article will discuss a very important but easily overlooked issue in privatization transactions. The...more
The Court of Chancery’s latest decision in the Manti Holdings, LLC, et al. v. Authentix Acquisition Company, Inc., C.A. No. 2017-0887-SG (Del. Ch. 8/11/20) stockholder appraisal litigation provides additional clarity about...more
In Manti Holdings, LLC v. Authentix Acquisition Co., Inc., C.A. No. 2017-0887 SG (Del. Ch. Aug 14, 2019), the Delaware Court of Chancery (the “Court”) held that Contractual agreements limiting or waiving future appraisal...more
Manti Holdings, LLC v. Authentix Acquisition Co., Inc., C.A. No. 2017-0887 SG (Del. Ch. Aug 14, 2019). In Manti Holdings, LLC v. Authentix Acquisition Co., Inc., the Court of Chancery held that a contract provision...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