Non-director officers may face liability for failing to properly oversee the corporation’s affairs and ignoring “red flags” within their “areas of responsibility.”
Key Points:
..The McDonald’s Corporation’s response...more
2/6/2023
/ Board of Directors ,
Breach of Duty ,
C-Suite Executives ,
Caremark claim ,
Corporate Governance ,
Corporate Officers ,
Delaware General Corporation Law ,
Fiduciary Duty ,
McDonalds ,
Securities and Exchange Commission (SEC) ,
Sexual Harassment
Recent statements by regulators and new court decisions signal continued scrutiny of SPACs and operating companies going public through de-SPAC mergers.
Key Points:
..The SEC has indicated that it will continue its...more
The decision adopts enhanced scrutiny of director fiduciary duties for de-SPAC transactions, but suggests dismissal may be appropriate when stockholders exercise redemption rights on a fully informed basis.
On January 3,...more
The decision leaves the door open for buyers to argue that inflexible ordinary course covenants can provide a basis to terminate a transaction in which a seller does not suffer an MAE.
Key Points:
..The Delaware Court...more
This guide summarizes certain considerations for a non-US acquirer considering an acquisition of a publicly traded US-based company in a negotiated (i.e., friendly) transaction.
In addition to market dynamics and business...more
1/14/2020
/ Acquisition Agreements ,
Acquisitions ,
CFIUS ,
Complex Corporate Transactions ,
Corporate Financing ,
Due Diligence ,
Hart-Scott-Rodino Act ,
Hostile Takeover ,
Mergers ,
Publicly-Traded Companies ,
Regulatory Requirements ,
Risk Management ,
Shareholder Approval ,
Shareholder Litigation ,
Shareholders ,
Strategic Planning ,
Target Company