News & Analysis as of

Shareholders Recapitalization

Dechert LLP

Delaware Court of Chancery Offers Guidance on Enforceability of Contractual Waivers Not to Sue for Breach of Fiduciary Duty

Dechert LLP on

Delaware Court of Chancery holds contractual waivers of fiduciary duties are facially valid when they are both narrowly tailored to authorize specific transactions and satisfy the Court’s review for reasonableness. Court...more

Allen Matkins

A Taxonomy Of Issuer And Nonissuer Transacations

Allen Matkins on

Yesterday's post concerned a recent ruling by U.S. District Court Judge Phyllis J. Hamilton concerning whether a plaintiff's purchase of a cryptocurrency was subject to qualification as an "issuer transaction" under the...more

Skadden, Arps, Slate, Meagher & Flom LLP

Valuation Challenges for Fintechs Highlight Legal Considerations in ‘Down Rounds’

In recent years, fintech has been an attractive sector for growth capital, as evidenced by robust investment and M&A valuations in the sector. While interest remained high in 2019, deal volumes began to level off early in the...more

Foley & Lardner LLP

Venture Capital Firms and Their Portfolio Company Directors Face Risk of Liability for Conflicts of Interest

Foley & Lardner LLP on

Venture capital firms and their director designees on portfolio company boards can find themselves stuck between their fiduciary duty to common shareholders and the terms of preferred investment documents. Before any other...more

Wilson Sonsini Goodrich & Rosati

Delaware Court of Chancery Issues Important Decision on Recapitalizations and Dual-Class Structures Involving Controlling...

On December 11, 2017, the Delaware Court of Chancery issued a decision that will be important for companies looking to implement measures to extend or make changes to dual-class voting structures and for companies with...more

Blake, Cassels & Graydon LLP

Year in Review: Legislation and Guidance for Financial Institutions in 2015

Financial institutions in Canada witnessed yet another year of significant growth in legislation and regulatory guidance impacting their operations, while the financial marketplace is continuing to adapt to the impact of...more

Adler Pollock & Sheehan P.C.

Glossary of Important Securities Regulation Terms and Definitions

This Glossary is designed to provide law students taking Securities Regulation with a tool that will assist them in learning the basic language of securities law and achieve a working knowledge of the fundamental principles...more

Wilson Sonsini Goodrich & Rosati

The Delaware Court of Chancery Finds Two Transactions Were Not Entirely Fair, but Awards No Damages Where the Prices of the...

On September 4, 2014, the Delaware Court of Chancery issued two lengthy post-trial opinions, both authored by Vice Chancellor John W. Noble, finding that recapitalization or restructuring transactions did not satisfy the...more

Skadden, Arps, Slate, Meagher & Flom LLP

"New Section 355 No-Rule Policies"

On January 2, 2013, the Internal Revenue Service (the Service) released Rev. Proc. 2013-3, its annual list of areas in which it no longer will issue private letter rulings or determination letters (the 2013 No-Rule List). Of...more

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