The rules, originally proposed in March 2022, realign disclosures, marketing practices and other obligations in de-SPAC transactions more closely with traditional IPOs and add increased risk and uncertainty for market...more
3/28/2024
/ Conflicts of Interest ,
Corporate Counsel ,
Disclosure Requirements ,
Enforcement ,
Fairness Standard ,
Final Rules ,
Initial Public Offering (IPO) ,
Investment Company Act of 1940 ,
Liability ,
New Regulations ,
Popular ,
PSLRA ,
Securities and Exchange Commission (SEC) ,
Smaller Reporting Companies ,
Special Purpose Acquisition Companies (SPACs) ,
Underwriting
Recent Delaware cases have clarified that minority stockholders merely rolling over shares alongside an independent and unrelated controlling stockholder do not form a control group in most cases—the controlling stockholder...more
Delaware Supreme Court reinstates case alleging fiduciary breach for failure to disclose CEO’s post-merger compensation discussions.
Deal negotiators should take care not to negotiate their own post-closing compensation...more
7/9/2020
/ Board of Directors ,
Compensation ,
Corporate Counsel ,
DE Supreme Court ,
Duty of Loyalty ,
Executive Compensation ,
Indemnification ,
Merger Agreements ,
Negotiations ,
Personal Liability ,
Publicly-Traded Companies ,
Reversal
What do you do when valuations reach record-high levels, but you have trillions of dollars to spend amid increased competition? The challenge of an “inverse proportion” of dry powder (rising) to attractive deal opportunities...more