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Delaware Court of Chancery Issues Precedential Decision Addressing the Impact of COVID-19 on M&A Transaction, Finding Violation of...

In AB Stable VIII LLC v. Maps Hotels and Resorts One LLC, the Delaware Court of Chancery issued a precedential decision addressing whether a buyer could walk away from an M&A transaction because the target company’s responses...more

MAE in Loan Agreements: A Framework for Lenders and Borrowers During the Current Crisis

Projections of the full impact of COVID-19 (more commonly known as the coronavirus) on the economy remain extremely uncertain and continue to reflect a variety of outcomes. As a result of this uncertainty, businesses who have...more

Top 10 Topics for Directors in 2020: Shareholder Activism

Gender and racial diversity on the boards of public companies, and in chief executive officer searches, continue to be central points of focus for institutional investors, lawmakers and shareholder activists. In recent...more

SEC Proposes Rules for Requiring Universal Proxy Cards in Contested Director Elections

During its open meeting last week, the Securities and Exchange Commission (SEC) voted to propose amendments to the federal proxy rules to require the use of universal proxy cards for all annual or special meetings with...more

Proxy Access Developments: ISS Issues FAQs on Voting Policies and Several Companies Voluntarily Adopt Proxy Access Bylaws

On February 20, (ISS) published long-awaited FAQs clarifying its voting policies on proxy access proposals that would allow investors to include director nominees in the company’s proxy materials....more

Expect to See More Shareholder Activism in 2015, But Fewer “Gloves Off” Situations

As we all know, 2014 is shaping up to be one of the most vigorous years for activist investing. Certain activists have generated solid returns for investors and pension funds and other institutional investors are becoming...more

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