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Shareholders Change of Control

Wyrick Robbins Yates & Ponton LLP

Mechanics and Advantages of Reverse Triangular Mergers

In structuring a transaction, parties consider a variety of forms of business combination depending on the specifics of the buyer’s goals, the target’s business, transferability of the target’s assets, and various tax...more

Davies Ward Phillips & Vineberg LLP

Canadian Mergers & Acquisitions: A Guide for Investment Banks, Bidders and Boards, 10th edition

Davies’ Canadian Mergers & Acquisitions guide draws on our substantial cross-border M&A experience to offer guidance on both the legal framework and practical aspects of Canadian mergers and acquisitions, including critical...more

Lowenstein Sandler LLP

Change of Control: Golden Parachute Rules in the Sale Process

Darren Goodman, Megan Monson, and Taryn Cannataro provide a high-level overview of Section 280G issues that can arise when a private company considers selling (otherwise known as the golden parachute rules), including what...more

Faegre Drinker Biddle & Reath LLP

The Corporate Guide: Directors Obligations During a Change in Control Under Revlon

Revlon Duties Generally Described - The sale of a company or other change of control situations give rise to Revlon duties, requiring a company’s board to take reasonable steps to obtain the best price available for the...more

Sheppard Mullin Richter & Hampton LLP

Delaware Supreme Court Holds that Equity Dilution and Expropriation Claims May Only Be Brought Derivatively, Overruling Prior...

In Brookfield Asset Mgmt. v. Rosson, No. 406, 2020, 2021 Del. LEXIS 291 (Del. Sept. 20, 2021), the Delaware Supreme Court held that claims for wrongful equity dilution may be pursued only derivatively on behalf of the...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

Morris James LLP

Court Of Chancery Explains Change Of Control Clause

Morris James LLP on

This is a potentially significant decision because it interprets a change in control clause to include a change in beneficial ownership of an entity's securities. Hence, not only actual changes in ownership may trigger such...more

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