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Due Diligence › Directors

Conyers

The Duties of Independent Directors in Amalgamations and Mergers

Conyers on

This article is the second of a three-part series analysing the decision of Justice Martin in Glendina Pty Limited & Ors v NKWE Platinum Ltd (2025) SC (Bda) 15 Civ – the first “fair value” appraisal claim under section 106...more

Stinson - Corporate & Securities Law Blog

Delaware Supreme Court Examines Director Liability for Acquisitions

Stinson - Corporate & Securities Law Blog on

In McElrath v. Kalanick et al, the Delaware Supreme Court examined the liability of directors of Uber for an acquisition.  The case arose out of Uber’s acquisition of Ottomotto LLC.  Otto was founded by Anthony Levandowski, a...more

Skadden, Arps, Slate, Meagher & Flom LLP

Skadden's 2019 Insights: Key Delaware Corporation Law Developments

Skadden, Arps, Slate, Meagher & Flom LLP on

The Delaware courts issued a number of significant decisions in 2018 that are likely to have ripple effects throughout 2019. Among them were a series of cases that further developed the parameters of the Corwin and MFW...more

The Volkov Law Group

The Real Focus for Compliance: Post-Acquisition Integration of an Acquired Company (Part III of III)

The Volkov Law Group on

In light of the evolving (or evolved) DOJ and SEC approach to FCPA enforcement in the merger and acquisition context, global companies have to emphasize their post-acquisition process. ...more

Blake, Cassels & Graydon LLP

Cybersecurity Risks: Directors and Officers Should Stop, Collaborate and Listen

Blake, Cassels & Graydon LLP on

The risks associated with cyber-attacks and data breaches are growing in Canada and internationally and the costs associated with an organization preventing, detecting, responding to and recovering from such an incident can...more

McDermott Will & Emery

Inside M&A - October 2015

McDermott Will & Emery on

Overview of SPACs and Latest Trends - A number of recent successful business combination transactions involving special-purpose acquisition companies (SPACs) led by prominent sponsors have driven a resurgence in the SPAC...more

Bennett Jones LLP

Directors Need to Meet High Standard to Avoid Liability

Bennett Jones LLP on

The Tax Court of Canada again confirmed that directors of corporations will have a high burden to meet to establish a due diligence defence and avoid liability for unremitted source deductions....more

Goodwin

Thanksgiving-Eve Delaware Chancery Court Decision Refuses to Dismiss Fraud-Based Claims Against Private Equity Investors and...

Goodwin on

On Thanksgiving Eve the Delaware Chancery Court issued a detailed opinion sure to be of significance to all parties involved in M&A transactions, particularly in the private equity space. In Great Hill Equity Partners IV, LP...more

Bennett Jones LLP

Roitelman: Director Not Liable Where Employee Engages In Deceit

Bennett Jones LLP on

The Tax Court of Canada recently considered whether a director could establish a due diligence defence with respect to unremitted source deductions where the responsibility for remittance lay with an employee in Roitelman v....more

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