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M&A Watch: 'Ordinary Course of Business’ During Not-So-Ordinary Times

On December 8, 2021, the Delaware Supreme Court upheld the Delaware Court of Chancery’s decision that Mirae Asset Financial Group (“Mirae”) was excused from closing a $5.8 billion acquisition of luxury hotels because the...more

Who’s the Boss? Minority Stockholders That Exercise Control

In two recent cases, the Delaware Court of Chancery provided informative guidance on when stockholders that hold less than 50% of a corporation’s stock are nevertheless considered to be controlling stockholders. This inquiry...more

Delaware Supreme Court Limits Stockholder Ratification Defense for Director Compensation Decisions

Last week, the Delaware Supreme Court, in In re Investors Bancorp, Inc. Stockholder Litigation (“Bancorp”), reversed the Delaware Court of Chancery and held that awards granted to directors under a stockholder-approved equity...more

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