Over the summer, Delaware enacted a number of amendments to the General Corporation Law of the State of Delaware (the “DGCL”). The amendments were largely crafted in response to several recent decisions by the Delaware...more
10/23/2024
/ Acquisitions ,
Board of Directors ,
Corporate Governance ,
Delaware General Corporation Law ,
Legislative Agendas ,
Merger Agreements ,
Mergers ,
New Amendments ,
New Legislation ,
Popular ,
Pre-Merger Filing Requirements ,
Regulatory Approval ,
Regulatory Requirements ,
State and Local Government ,
State Legislatures ,
Stockholder Agreements
Imagine for a moment that you’re a shareholder in a closely held corporation. In most jurisdictions, that status as a shareholder obligates you to a heightened fiduciary duty to your fellow shareholders. Now imagine that your...more
5/14/2024
/ Acquisitions ,
Adverse Possession ,
Appeals ,
Closely Held Businesses ,
Commercial Litigation ,
Covenant of Good Faith and Fair Dealing ,
Damages ,
Duty of Loyalty ,
Family Businesses ,
Fiduciary Duty ,
Property Ownership ,
Shareholders
On March 29, 2023, a new exemption from SEC registration for brokers providing services in mergers and acquisitions (“M&A”) transactions officially went into effect. The exemption, outlined in Section 501 of the Consolidated...more
4/10/2023
/ Acquisitions ,
Broker-Dealer ,
Brokers ,
Buyers ,
Change in Ownership ,
Consolidated Appropriations Act (CAA) ,
EBITDA ,
Exemptions ,
Mergers ,
NASAA ,
No-Action Letters ,
Privately Held Corporations ,
Registration ,
Registration Requirement ,
Section 501 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Sellers