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Walkers

Analysing the Changyou.com decision: What it means for appraisal rights in short-form mergers

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A short-form statutory merger can be effected under the Cayman Islands' Companies Act (as revised) (the "Act") between a parent company and a Cayman Islands incorporated subsidiary. The short-form statutory merger takes...more

Winstead PC

Appellate Court Grants Mandamus Relief To Require A Jury Trial On The Issue Of Whether The Inspection Of Books And Records Of A...

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A common complaint of a minority shareholder is the denial of access to the corporation’s books and records. A shareholder enjoys the right to examine and copy certain records of the corporation in which the shareholder owns...more

Fenwick & West LLP

Delaware Supreme Court Holds That Dilution Claims Against a Controller Are Solely Derivative, Overruling Prior Precedent

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On September 20, 2021, the Delaware Supreme Court took the highly unusual step of overruling its prior decision in Gentile v. Rossette. An oft-criticized precedent from 2006, Gentile created an exception allowing minority...more

Vinson & Elkins LLP

In re Pace Industries, LLC: Minority Shareholder With Bankruptcy Consent Rights Considered Controlling Minority Shareholder With...

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A recent bench ruling in In re Pace Industries, LLC1 by Judge Walrath for the Bankruptcy Court for the District of Delaware (the “Court”) has validated a chapter 11 bankruptcy filing by certain debtors in the jointly...more

Harris Beach Murtha PLLC

Watch Out For Claims Of Economic Duress After Purchasing Shares In A Family-Owned Business

Harris Beach Murtha PLLC on

Owners of family-owned businesses sometimes enter into agreements between each other for the purchase and sale of shares in the business. Ideally, these agreements are negotiated, documented and implemented in a way that each...more

Bracewell LLP

New York Adopts Delaware Standard for Going-Private Transactions

Bracewell LLP on

On May 5, 2016, the New York Court of Appeals affirmed the dismissal of a shareholder class action and formally adopted the standard of review for going-private transactions articulated by the Delaware Supreme Court in Kahn...more

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