Fiduciary Duty, Complex Corporate Transactions

Delaware Proposes Significant Amendments to the Delaware General Corporation Law

Fenwick & West LLP on 2/24/2025

On February 17, 2025, Senate Bill No. 21 was introduced in the Delaware State Senate to amend the Delaware General Corporation Law (DGCL)....more

Unintended Consequences: Don’t Forget the Litigation Risks When Getting a Deal Done

Robins Kaplan LLP on 3/14/2024

Transactional attorneys play a key strategic role in drafting essential documents, such as corporate formations and contracts, on behalf of corporate clients. With a client’s current needs at the forefront—often accompanied...more

Nevada Legislature Ponders Rejection Of Unocal And Revlon Standards

Allen Matkins on 3/23/2017

Thirty years ago, the Delaware Supreme Court issued two seminal opinions concerning how courts ought to review director decisionmaking in merger and acquisition transactions. In the first case, Unocal Corporation v. Mesa...more

SEC and DOJ Charge Board Member with Trading on Inside Information . . . During a Board Meeting

Proskauer - Corporate Defense and Disputes on 10/26/2016

On Friday, the SEC filed a complaint against James C. Cope, a former member of the Executive Committee of Pinnacle Financial Partners’ (“PFP”) board of directors, alleging that he engaged in insider trading. The same day,...more

M&A Team News - January 2016

Cooley LLP on 2/1/2016

Here is a look back at the top M&A developments that affected deal-making last year and a look forward to our expectations for 2016....more

Delaware Supreme Court Holds Tooley Direct vs. Derivative Rule Is No Bar to Parent Corporation’s Contract Claim

Proskauer - Corporate Defense and Disputes on 7/6/2015

As previously reported, in NAF Holdings, LLC v. Li & Fung (Trading) Limited, 772 F.3d 740 (2d Cir. 2014), the Second Circuit certified to the Delaware Supreme Court an unusual question regarding whether the direct vs....more