News & Analysis as of

Third-Party Shareholders

White & Case LLP

The Delaware General Assembly to the Rescue: Proposed Legislative Fixes to Uncertainty Created by Three Significant Delaware...

White & Case LLP on

Summary - On March 28, 2024 the Council of the Corporation Law Section of the Delaware State Bar Association released a set of proposed amendments to the Delaware General Corporation Law (the "DGCL"). The proposed...more

Dechert LLP

Delaware Court of Chancery Holds “MFW” Framework Applies to Controller Transaction Despite Substantially Higher Third-Party Offer

Dechert LLP on

MFW protects controlling-stockholder transactions even when a third-party bidder makes a competing bid that is superior to a negotiated merger with the controller. A special committee will likely satisfy the duty of care...more

Ankura

The Future of Governance in Sport

Ankura on

At the recent Leaders Week London conference, our team had the opportunity to meet with key professionals in the Sports industry and discuss some of the business challenges they are facing. Unsurprisingly, many of these...more

White & Case LLP

Examining the ABC risks as the mining & metals sector gains critical momentum

White & Case LLP on

Key considerations around bribery and corruption risks, as the mining & metals sector is gaining critical momentum in the world's energy transition toward a low-carbon future. Mining & metals in a low-carbon world - The...more

Farrell Fritz, P.C.

How Dealings Between Related Parties Doomed A Captive Insurer

Farrell Fritz, P.C. on

Insurance: What is it? How does it work? Assume that Acme Co is paying premiums for commercial insurance coverage to protect itself from economic losses that may arise out of various events. These premiums are deductible...more

A&O Shearman

Reflective loss rule does not apply to claim by indirect shareholder

A&O Shearman on

The rule against reflective loss does not apply to a claim by an “indirect” shareholder in a company. Applying the rule, as restated by the majority of the Supreme Court in Marex v Sevilleja, to a joint venture dispute, the...more

Cohen & Gresser LLP

The UK Supreme Court Seeks to Clarify the Reflective Loss Principle (or Whose Claim is it Anyway?)

Cohen & Gresser LLP on

What is the reflective loss principle? • The English law principle of reflective loss traditionally held that when a company suffered loss as a consequence of the actions of a third party, the loss suffered by its...more

Winstead PC

Court Holds That A Plaintiff Can Raise A Conspiracy To Breach Fiduciary Duty Claim Even Where The Party Who Owed Fiduciary Duties...

Winstead PC on

In Klinek v. Luxeyard, Inc., a company sued its majority shareholder in a suit for breach of fiduciary duty arising from a pump-and-dump scheme and later settled that claim. No. 14-17-00899-C, 2019 Tex. App. LEXIS 9421 (Tex....more

Morrison & Foerster LLP

BFH confirms "tax-free" deposit refunds by third-party companies and clarifies further details

In its judgment of 10 April 2019 (Ref .: I R 15/16), the BFH again confirms the possibility of a tax-free deposit refund by third-country companies. The BFH clarifies that also third-party companies have to observe the...more

Dechert LLP

Millennium Lab Part II: Delaware Bankruptcy Court Dispels Shadow Over Non-Consensual Third-Party Releases (For Now)

Dechert LLP on

In trotting a path out of Chapter 11, debtors in most cases will need to engage various key stakeholders, some of whom are not entitled to a distribution in the bankruptcy. As a form of remuneration, non-debtors may insist on...more

Wilson Sonsini Goodrich & Rosati

Important Reminders for the 2017 Proxy Season

The following are some important reminders and updates for the 2017 proxy season. Say-When-on-Pay - Required Vote in 2017 - The Securities and Exchange Commission (SEC) requires companies to conduct a...more

Winstead PC

Texas Supreme Court Hears Oral Argument on Legal Malpractice Case Involving Standing of Beneficiary of Trust

Winstead PC on

On February 10, 2016, the Texas Supreme Court heard argument in a case that involves the issue of legal standing to sue when a trust is injured by the actions of a third party. In DLA Piper US, LLP v. Linegar, Chris Linegar...more

Parker Poe Adams & Bernstein LLP

The Latest in Bylaws–No Director Third-Party Compensation

Every now and then a bylaw amendment gains favor in corporate America. A few brave companies act as early adopters. Then, if the concept has merit and nothing bad happens, other companies follow suit until it becomes...more

13 Results
 / 
View per page
Page: of 1

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
- hide
- hide