Our "2020 securities, shareholder, and M&A litigation outlook" provides our point of view on 2020, including the key decisions from 2019 that provide a window into what this year holds in store. ...more
This update is designed to highlight selected important M&A, corporate, and commercial court decisions. Below is an update to a decision that we have been following....more
These updates are designed to highlight selected important M&A, corporate and commercial court decisions on a quarterly basis. ...more
This update is designed to highlight selected important M&A, corporate and commercial court decisions on a quarterly basis. Brief summaries of each decision appear below with links to more robust discussions.
...more
On March 27, the Supreme Court issued its much-anticipated decision addressing whether someone who is not the "maker" of a misstatement can nonetheless be primarily liable for fraud under the federal securities laws, when the...more
4/12/2019
/ Appeals ,
Enforcement Actions ,
False Statements ,
Fines ,
Intent to Defraud ,
Investment Banks ,
Lorenzo v SEC ,
Material Dissemination ,
Misleading Statements ,
Reaffirmation ,
Rule 10b-5 ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Suspensions
These updates are designed to highlight selected important M&A, corporate and commercial court decisions on a quarterly basis. ...more
This update is designed to highlight selected important M&A, corporate and commercial court decisions on a quarterly basis. The update contains brief summaries of each decision with links to more robust discussions.
...more
This update is designed to highlight selected important M&A, corporate and commercial court decisions on a quarterly basis. The update contains brief summaries of each decision with links to more robust discussions.
...more
We’ve asked lawyers from our offices in Spain, France, Germany, the Netherlands, and the U.S. to talk about when directors and officers get caught up in M&A litigation....more
11/14/2018
/ Board of Directors ,
Business Judgment Rule ,
Bylaws ,
Conflicts of Interest ,
Corporate Officers ,
D&O Insurance ,
Directors ,
Indemnification ,
Mergers ,
Personal Liability ,
Representations and Warranties ,
Risk Mitigation
We’ve put lawyers from our offices in Spain, France, Germany, the Netherlands, and the U.S. on the spot. Having got them thinking about when they’ve been up against shareholders in M&A litigation, we asked for pointers you...more
We’ve asked lawyers from our offices in Spain, France, Germany, the Netherlands, and the U.S. to give us an overview of what to expect in M&A litigation....more
11/8/2018
/ Board of Directors ,
Breach of Contract ,
Carve Out Provisions ,
Corporate Officers ,
Derivative Suit ,
Initial Public Offering (IPO) ,
Liability ,
Material Misstatements ,
Omissions ,
Publicly-Traded Companies ,
Shareholder Litigation ,
Shareholders
On October 1, 2018, the Delaware Court of Chancery issued a post-trial opinion by Vice Chancellor Laster in which the court determined that Fresenius Kabi AG validly terminated its proposed US$4.3 billion acquisition of...more
In a recent decision, the Delaware Court of Chancery granted a motion to dismiss a complaint asserting breach of fiduciary duty claims arising out of a stock issuance proposed by a controlling stockholder. IRA Trust f/b/o...more
12/28/2017
/ Breach of Duty ,
Business Judgment Rule ,
Business Litigation ,
Class Action ,
Controlling Stockholders ,
Entire Fairness Standard ,
Fiduciary Duty ,
MFW ,
Recapitalization ,
Standard of Review ,
Stock Issuance ,
Stocks
In Dell Inc. v. Magnetar Global Event Driven Master Fund, Ltd., the Delaware Supreme Court reversed the Court of Chancery’s determination in an appraisal proceeding relating to the 2013 management-led buyout of Dell Inc....more