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Kohrman Jackson & Krantz LLP

OpenAI's Governance Overhaul to Prevent Hostile Takeover

Strengthening Board Control - OpenAI is exploring governance changes that would grant its nonprofit board enhanced voting rights to prevent a hostile takeover by Elon Musk. This move follows Musk’s $97.4 billion bid, which...more

White & Case LLP

Corporate Governance Key developments

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Updated Principles of Remuneration - On the 9 October 2024, the Investment Association (‘IA’), a trade body for UK investment managers, published the Principles of Remuneration (the Principles). IA members are...more

Skadden, Arps, Slate, Meagher & Flom LLP

The Informed Board - November 2024

At what point has a director served too long? What about term limits? A mandatory retirement age? When do a director’s skills become stale? These issues are addressed in this issue of The Informed Board, as well as why proxy...more

Skadden, Arps, Slate, Meagher & Flom LLP

The Informed Board - Fall 2023

Boards routinely confront an array of difficult issues. In this issue of The Informed Board, we tackle four of the thorniest and most topical: - How to preserve the integrity of a deal process where a key fiduciary (say,...more

Katten Muchin Rosenman LLP

Delaware Chancery Court Issues Delman Decision Potentially Increasing Scrutiny of the Actions of SPAC Sponsors and Boards

On January 4, the Delaware Chancery Court issued a second decision suggesting that SPAC sponsors and directors proceed with care in connection with de-SPAC transactions (and potentially future SPAC formation). As a result of...more

Bradley Arant Boult Cummings LLP

How Not to Make a Deal: 5 Key Cybersecurity Concerns in M&A

Cyber risks are increasing, and as a result, due diligence inquiries and valuations are increasingly focusing on the cybersecurity and privacy risks inherent in a business’s collection, use, retention and disposal of data. ...more

Goodwin

Delaware Court of Chancery Awards Attorneys’ Fees After Gilead’s “Glaringly Egregious” Litigation Conduct

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Delaware Court of Chancery Awards Attorneys’ Fees After Gilead’s “Glaringly Egregious” Litigation Conduct; S.D.N.Y Grants Plaintiffs’ Partial Summary Judgment in Securities Class Action Against Perrigo; SPAC Investors Launch...more

Goodwin

SCOTUS Vacates Class Certification In Suit Against Goldman Sachs And Clarifies Appropriate Scope Of Price Impact Evidence

Goodwin on

SCOTUS Vacates Class Certification In Suit Against Goldman Sachs And Clarifies Appropriate Scope Of Price Impact Evidence; Stockholders Strike $110 Million Settlement In Suit Alleging Breaches Of Fiduciary Duties By Former...more

Goodwin

A Win for Deal Certainty, Delaware Court of Chancery Orders Closing of Cake Supplier Acquisition

Goodwin on

A Win for Deal Certainty, Delaware Court of Chancery Orders Closing of Cake Supplier Acquisition; Under Armour to Pay $9M to Settle SEC Charges Involving Disclosure Failures; First Circuit Upholds Decision Applying Federal...more

Goodwin

Rhode Island Federal Court Dismisses Securities Class Action Against CVS Arising From Statements Made After Omnicare Acquisition

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Rhode Island Federal Court Dismisses Securities Class Action Against CVS Arising From Statements Made After Omnicare Acquisition; SEC Division of Corporation Finance Suggests Companies Issue Additional Disclosures When...more

Skadden, Arps, Slate, Meagher & Flom LLP

Valuation Challenges for Fintechs Highlight Legal Considerations in ‘Down Rounds’

In recent years, fintech has been an attractive sector for growth capital, as evidenced by robust investment and M&A valuations in the sector. While interest remained high in 2019, deal volumes began to level off early in the...more

Jones Day

Italy Enacts New Anti-Raider Rules to Protect Strategic Assets

Jones Day on

The Situation: Recent foreign investments in Italian blue chips led the Italian government to intervene to protect strategic assets. The Result: Decree 148/2017 introduced new disclosure requirements regarding...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Bank Shareholders Step Up Activist Efforts as M&A Activity Picks Up"

Bank management teams and boards of directors have made shareholder activism a key area of focus in light of significant activity in 2015. With the bank M&A market showing signs of life, the most basic end-game of investor...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Insights Conversations: Update on Shareholder Activism in the US Banking Industry"

Two years ago, the U.S. banking industry was a rare exception to the trend of increased shareholder activism that was prevalent across industries. At the time, Skadden partners Brian Christiansen, David Ingles, Sven Mickisch...more

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