California Corporations Code Section 1312(a) provides: No shareholder of a corporation who has a right under this chapter...more
On 20th December 2022, the Cayman Islands Court of Appeal (“CICA”) delivered its second judgment in the matter of Changyou.com Limited v Fourworld Global Opportunities Fund Ltd & others (“Changyou.com case”). The CICA...more
In a recent judgment in the case of Re Changyou.com Limited, CICA (Civil) Appeal 6 of 2021, delivered on 16 September 2022, the Cayman Islands Court of Appeal has applied the interpretative provisions of section 25 and...more
Yesterday's post discussed the relevance of the maturity date of a debt security to the definition of a "sale-of-assets" reorganization under California's General Corporation Law. The CGCL recognizes two other types of...more
On July 30, 2020, the Committee on Foreign Investment in the United States (CFIUS or the Committee) released its annual report to Congress for calendar year 2019. CFIUS, an interagency committee led by the U.S. Department of...more
California, like Delaware and other states, authorizes a short-form merger procedure. Essentially, this involves a merger of a subsidiary into its parent or vice versa. Under California's statute, the parent corporation must...more
Almond v. Glenhill Advisors LLC, C.A. No. 10477-CB (Del. Ch. Apr. 10, 2019). Under the “corporate benefit doctrine,” litigants whose efforts result in a substantial benefit to a Delaware corporation or its stockholders...more
After significant deliberation and discussion, Congress passed and the president is expected to shortly sign the Foreign Investment Risk Review Modernization Act of 2018 (FIRRMA), the first legislation in over a decade to...more
On July 24, 2018, Delaware Gov. John Carney signed into law amendments to the Delaware Limited Liability Company Act (DLLCA) and the Delaware General Corporation Law (DGCL) (collectively, the Acts), which are intended to keep...more
On April 19, 2018, the Executive Committee of the Delaware State Bar Association approved proposed amendments to the Delaware General Corporation Law (DGCL). This year’s amendments would provide for the application of the...more
Our Delaware Corporate and Alternative Entity Law attorneys closely follow the opinions coming from Delaware’s Supreme Court and Court of Chancery. Our 2017 Year to Date Review is a collection of brief summaries of selected...more
Buttonwood Tree Value Partners L.P. v. R.L. Polk & Co. Inc., C.A. No. 9250-VCG (July 24, 2017) - This an interesting decision because it upholds a claim that the controllers of a Delaware corporation breached their...more
Vice Chancellor Tamika R. Montgomery-Reeves of the Delaware Court of Chancery (the “Court”) issued a Memorandum Opinion on January 4, 2017, dismissing a lawsuit arising from a short-form merger involving United Capital...more
The last two posts have discussed what a corporation may do with fractions of shares. I entitled the first of these posts “Breaking Up Is Not Hard To Do – Fractions, Scrip And Scrippage” in partial reference to the song by...more
It is well understood that minority stockholders have limited rights to object to a short-form merger under Delaware law. This decision affirms that minority stockholders cannot challenge the merger on fairness grounds...more
The U.S. government frequently uses sanctions as a key tool in pursuing its foreign policy agenda. As a result, transactions involving sanctioned individuals and entities (Sanctioned Persons) are often prohibited. The...more
On June 16, 2016, Delaware Gov. Jack Markell signed into law amendments to the Delaware General Corporation Law (DGCL) described in our March 16, 2016, client alert. Among the amendments are changes to Section 262 to impose...more
On March 16, 2016, the Corporation Law Council of the Delaware State Bar Association announced proposed amendments to the Delaware General Corporation Law (DGCL) intended to address appraisal proceedings, Section 251(h)...more
This guide summarizes certain important considerations for acquiring a publicly traded US-based target corporation through a negotiated (i.e. “non-hostile”) tender offer, exchange offer or merger. US public companies are...more
Chapter 13 of the California General Corporation Law establishes the rights of “dissenting shareholders” (defined in Section 1300(c)) to demand payment of cash for their shares in reorganizations and short-form merger...more
Recent amendments to the Delaware General Corporation Law (DGCL) include a new subsection that will, in many cases, eliminate the need to obtain stockholder approval of a back-end merger following a successful tender offer,...more
The North Carolina General Assembly recently approved a number of significant changes to the North Carolina Business Corporation Act (“NCBCA”) which the governor signed into law on June 19, 2013....more
On August 1, 2013, new Section 251(h) of the Delaware General Corporation Law (the DGCL) becomes effective, which will allow consummation of second-step mergers without stockholder approval following a tender or exchange...more