Navigating Employee Integration in Mergers and Acquisitions: Lessons From Pretty Woman — Hiring to Firing Podcast
Treating Compliance Like an Asset
Episode 376 -- DOJ's Unicat Settlement and the Future Look of Trade Enforcement Actions
First 100 Days of the New HSR Rules with Antitrust Partner Kara Kuritz
Daily Compliance News: June 23, 2025, The Is Walmart Cool Edition
CHPS Podcast Episode 5: The Future of Federal Procurement
Expert or Arbitrator? — PE Pathways Podcast
The LathamTECH Podcast — Getting Deals Done: Tackling Antitrust Challenges in Tech M&A
How IP Can Fuel Your Startup's Growth
Podcast - Navigating the New Landscape of Private Equity in Healthcare
Inside a $175M Deal: Tim McLoughlin & Joshua Hayes Live From RDU Startup Week
Strategies for Business Resilience in Uncertain Times
Daily Compliance News: May 20, 2025, The What Could Go Wrong Edition
Tariffs and Trade Series: What Investors Need to Know
Business Better Podcast Episode: Bridging Campuses: Legal Insights on Education Industry Consolidation – Labor, Employment, and Benefits
Business Better Podcast Episode: Bridging Campuses: Legal Insights on Education Industry Consolidation – Privacy and Data Security
Daily Compliance News: April 25, 2025, The Trouble in Travel Edition
Daily Compliance News: April 24, 2025, The Made in Malaysia Edition
Episode 365 -- Four Sanctions Cases Everyone Should Know
Business Better Podcast Episode: Bridging Campuses: Legal Insights on Education Industry Consolidation - Public Finance
The Delaware Supreme Court’s 2015 decision in Corwin v. KKR Financial Holdings LLC1 reshaped the landscape of merger and acquisition litigation by establishing a powerful defense for Delaware companies. Under the Corwin...more
The United States Court of Appeals for the Fourth Circuit, applying Virginia law, has affirmed a district court’s ruling that a “bump-up” provision in a D&O policy applied to bar indemnity coverage for the settlement of...more
The Delaware Supreme Court’s June 17, 2025 decision in In re Columbia Pipeline Group Merger Litigation reversed a $199 million damages award against TC Energy for aiding and abetting breaches by fiduciaries of Columbia...more
On June 17, 2025, the Delaware Supreme Court reversed a post-trial finding of aiding and abetting liability against a third-party arm’s-length buyer. In doing so, the court built upon another recent decision and reaffirmed...more
The Delaware Supreme Court has accepted both questions certified by the Delaware Court of Chancery concerning constitutional challenges to the safe harbor provisions implemented by Senate Bill 21 (“SB21”), which became law on...more
On May 9, 2025, in Roofers Local 149 Pension Fund v. Fidelity National Financial, Inc. et al., the Delaware Court of Chancery granted a pre-trial motion to dismiss, even though the claims alleged a conflicted controller...more
In re Oracle Corp. Deriv. Litig., C.A. No. 2017-0337 (Del. Jan. 21, 2025) - The Supreme Court affirmed the Court of Chancery’s decision in favor of the defendants in a derivative suit challenging Oracle’s acquisition of...more
Delaware lawmakers recently enacted Senate Bill 21, a sweeping reform that significantly amends several sections of the Delaware General Corporation Law (DGCL). The law introduces significant revisions aimed at increasing...more
In Jacobs v. Akademos, the Delaware Chancery Court ruled that a cash-out merger that provided common shareholders in a privately held corporation, Akademos, Inc., with no value was nonetheless entirely fair. This decision...more
When a private company is being sold, it is necessary for its minority shareholders to be mindful of protecting their own individual interests when diverging from the controlling shareholder’s interests. Because the...more
Whether a party is a controlling stockholder in a conflicted transaction determines the standard of review. If a stockholder owns more than 50% of the voting shares and therefore can control the board, there is no question it...more
In perhaps one of the most significant revisions to the Delaware General Corporation Law (DGCL), on March 25, 2025, the governor signed into law amendments overhauling much of the state’s law relating to conflicted...more
Solak v. Mountain Crest Capital LLC, et al., C.A. No. 2023-0469-SG (Del. Ch. Oct. 18, 2024) - The Court of Chancery found that the plaintiff stated legally-sufficient claims in connection with a merger transaction against...more
The Delaware Legislature passed, and Delaware Gov. Matt Meyer signed on March 25, 2025, the landmark Senate Bill 21. Senate Bill 21 amends the Delaware General Corporation Law (the "DGCL") in significant ways, with broad...more
On January 29, 2025, in State of Rhode Island Office of the General Treasurer v. Paramount Global (the “Decision”), the Delaware Court of Chancery issued a post-trial opinion, broadening the types of sources a stockholder may...more
On March 25, 2025, the governor of Delaware signed into law Senate Bill 21, over much opposition from the plaintiffs’ bar and some academics. The bill, which amends Sections 144 and Section 220 of the Delaware General...more
On March 25, 2025, the Delaware General Assembly enacted amendments to the Delaware General Corporation Law (the DGCL and such amendments, the DGCL Amendments), which were subsequently signed into law by the governor of...more
Cayman continues to be a hot topic among SPACs. It comes up in almost every conversation I have about SPACs and de-SPACs. My clients are asking: Should they incorporate in the Cayman Islands and then remain there after their...more
“Drag along” provisions are frequently included in shareholders’ agreements. Whenever an offer for all (or a high proportion) of a company's share capital is accepted by a majority (as determined by the shareholders’...more
On January 21, 2025, the Delaware Supreme Court affirmed the Court of Chancery’s decision in In re Oracle Corp. Derivative Lit., finding that a less than 50% stockholder does not owe fiduciary duties absent evidence of either...more
Delaware’s rigorous fairness standards for transactions involving controlling shareholders have recently come to the forefront of the Chancery Court’s docket. The Transaction...more
We set out below a number of interesting English court decisions and market developments which have taken place and their impact on M&A transactions. This review looks at these developments and gives practical guidance on...more
On January 7, 2025, Vice Chancellor Glasscock issued a 68-page post-trial decision in Manti Holdings, LLC v. The Carlyle Group Inc., in which he rejected plaintiffs’ claims of breach of fiduciary duty in connection with the...more
In this edition of Insights, we take a closer look at the megadeals and sponsor transactions driving recent M&A activity, the importance of staying ahead of the risks in AI development and deployment, and other diverse...more
On July 11, 2024, the Supreme Court of Delaware, en banc, issued an important decision in Kellner v. AIM Immunotech Inc.,1 which arose from a challenge in the Delaware Court of Chancery involving advance notice bylaws that...more