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Corporate Governance › Minority Shareholders › Mergers

WilmerHale

First-Ever Fine for No-Poach Agreement and Anti-Competitive Use of Minority Shareholding in a Competitor

WilmerHale on

Labor markets have increasingly drawn the attention of the European Commission (“Commission”) and national competition authorities in the EU. As early as 2021, then-Competition Commissioner Vestager listed “no-poach”...more

Walkers

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

Walkers on

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

Cadwalader, Wickersham & Taft LLP

In re Oracle Corporation Derivative Litigation: Delaware Supreme Court Affirms Chancery Court Decision Not to Impose Fiduciary...

Cadwalader, Wickersham & Taft LLP on

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

K&L Gates LLP

Implementation of the Mobility Directive: Significant Changes for Mergers, Divisions and Conversions With the Introduction of a...

K&L Gates LLP on

On 23 January 2025, Luxembourg enacted a bill implementing the EU Mobility Directive (2019/2121) for cross-border conversions, mergers and divisions, featuring (i) a harmonised legal framework for these transactions across...more

K&L Gates LLP

FTC Issues Final HSR Rules Transforming the Merger Review Process

K&L Gates LLP on

On 10 October 2024, the Federal Trade Commission (FTC) issued final changes to the rules implementing the Hart-Scott-Rodino Act (HSR). In announcing the final rule, the FTC stated that it is “responding to changes in...more

Morris James LLP

Minority Stockholder Was Not a Controller Because Plaintiff Did Not Adequately Plead Actual Control of the Company’s Business...

Morris James LLP on

It is axiomatic that directors and officers of a Delaware corporation owe fiduciary duties to stockholders (and the company). Controlling stockholders also owe fiduciary duties. A stockholder is deemed a controller either...more

Goodwin

Navigating the Nuances: M&A Buyouts vs. Growth Equity Transaction

Goodwin on

As global markets continue to adapt to a new normal, a clear understanding of the structural nuances, risk considerations, and strategic objectives inherent in varying transaction structures enables investors to remain agile...more

Skadden, Arps, Slate, Meagher & Flom LLP

Europe Increasingly Turns to Special Committees in Transactions Involving a Controlling Shareholder

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A takeover offer from a controlling shareholder presents a challenge to boards of directors who are tasked with protecting minority shareholders, particularly where some of the directors on the board may have relationships or...more

Hogan Lovells

Litigation developments: core M&A and corporate governance doctrines

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Hogan Lovells partners Courtney Devon Taylor and Christopher Pickens, from our Philadelphia and Northern Virginia offices respectively, discuss core M&A and corporate governance doctrines – and how they will continue to...more

White & Case LLP

5 things you need to know about...shareholder activism

White & Case LLP on

One - Whilst we have seen a decline in new public activist campaigns and demands since the onset of the pandemic, there is much going on below the surface. Many activists have adopted a "wait and see" approach regarding...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Recent Shareholder Activism in Asia Could Signal Changing Attitudes"

Skadden, Arps, Slate, Meagher & Flom LLP on

Levels of shareholder activism are reaching record highs in the United States, and such activity has become increasingly prevalent in Europe. But with the exception of Japan, Asia often is seen as a relative backwater in this...more

Smith Anderson

Tyranny of the Minority: North Carolina Business Court Explores Potential Fiduciary Duties of Minority Shareholders

Smith Anderson on

The North Carolina Business Court recently issued an opinion considering whether a minority shareholder can ever be considered a “controlling shareholder” who owes a fiduciary duty to other shareholders. The court’s opinion...more

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