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Corporate Governance › Change of Ownership

Bricker Graydon LLP

The Mandatory SNF Provider Enrollment Revalidation Deadline is May 1, 2025

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The Centers for Medicare and Medicaid Services (CMS) has long required skilled nursing facilities (SNFs) enrolled in the Medicare and Medicaid programs to disclose information regarding organizational structure, governing...more

Nutter McClennen & Fish LLP

PPP: SBA Provides Process for a Change of Ownership

Nutter McClennen & Fish LLP on

On October 2, 2020, the SBA provided notice to PPP lenders regarding the process by which PPP borrowers may undertake a “change of ownership” while a loan is outstanding. Previously there was little guidance provided to...more

Morris James LLP

Del. Justices Reverse Injunction Halting Sale of Control Transaction

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When a Delaware corporation engages in a sale of control transaction, its board's obligation is to obtain the highest value reasonably attainable. This obligation, often referred to as Revlon duties, may be fulfilled as long...more

Orrick, Herrington & Sutcliffe LLP

Delaware Supreme Court Holds That Revlon Does Not Require An Active Market Check, Reverses Lower Court Order Preliminarily...

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On December 19, 2014, the Supreme Court of Delaware reversed the Delaware Court of Chancery's November decision to preliminarily enjoin for 30 days a vote by C&J Energy Services stockholders on a merger with Nabors Red Lion...more

Bracewell LLP

Delaware Supreme Court Reverses Injunction Requiring Thirty Day Go-Shop

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In a recent decision, the Delaware Supreme Court reversed the Court of Chancery's entry of a preliminary injunction that enjoined C&J Energy Services, Inc. ("C&J") from holding a stockholder vote on its proposed merger with...more

Bracewell LLP

Delaware Court Clarifies Director and Officer Liability in M&A Transactions

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In Chen v. Howard-Anderson, 87 A.3d 648 (Del. Ch. 2014), the Delaware Court of Chancery (Laster, V.C.) held that directors and officers can be held liable for their participation in a change-of-control transaction if their...more

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