News & Analysis as of

Limited Liability Company (LLC) Mergers Corporate Governance

Morris James LLP

Chancery Finds Merger Validly Amended LLC Agreement and Effectively Removed the LLC’s Manager

Morris James LLP on

Campus Eye Management Holdings LLC v. DiDonato, C.A. No. 2024-0121-LWW (Del. Ch. Aug. 30, 2024) - This case arose out of a dispute between an optometrist who sold a majority stake in his company to a private equity buyer,...more

Allen Barron, Inc.

What Companies Should Consider Fractional Executive Services?

Allen Barron, Inc. on

What companies should consider fractional executive services? Can a CEO, CFO, COO, CTO, or other C-level executive be hired part-time to leverage their extensive experience and knowledge?...more

Dorsey & Whitney LLP

2024 Delaware Entity Statutory Amendments

Dorsey & Whitney LLP on

On August 1, 2024, the 2024 amendments to Delaware’s entity statutes went into effect. These include amendments to the Delaware General Corporation Law (the “DGCL”), the Delaware Limited Liability Company Act (the “LLC Act”),...more

International Lawyers Network

Establishing a Business Entity in the United States (Updated)

1. Choosing the Right Legal Structure - 1.1 Introduction - Establishing a business entity in the United States can be an important strategic step for any international company that wants to avail itself of the...more

International Lawyers Network

Establishing A Business Entity In The United States (Updated)

1. Choosing the Right Legal Structure - 1.1 Introduction - Establishing a business entity in the United States can be an important strategic step for any international company that wants to avail itself of the world’s...more

International Lawyers Network

Establishing A Business Entity In The United States

1. Choosing the Right Legal Structure - 1.1 Introduction - Establishing a business entity in the United States can be an important strategic step for any international company that wants to avail itself of the world’s...more

Wilson Sonsini Goodrich & Rosati

2020 Delaware Corporate Law and Litigation Year in Review

The firm’s corporate governance practice is pleased to present the 2020 Delaware Corporate Law and Litigation Year in Review, which highlights the recent Delaware law developments that will be of most interest to our clients....more

Williams Mullen

Tax-Free Rollovers in Private M&A Transactions: LLC Asset vs. Stock Drop-Down (with Examples)

Williams Mullen on

Companies with a history of consistent revenue growth and adjusted EBITDA make attractive acquisition targets for strategic and private equity buyers. Unlike a strategic buyer, which may have on hand a management team capable...more

Wilson Sonsini Goodrich & Rosati

2019 Delaware Corporate Law and Litigation Year In Review

In 2019, the Delaware courts issued a broad range of important decisions addressing various corporate law and governance issues—including board compensation, controlling stockholder conflicts, board oversight obligations, M&A...more

Winstead PC

Just in Time For Summer: The Freeze-Out Merger, A Legal Option Available to SOME Majority Owners of Privately-Held Texas Companies

Winstead PC on

Our previous posts have stressed the critical importance of buy-sell agreements for both majority owners and minority investors in private companies. For majority owners, securing a buy-sell agreement avoids the potential of...more

Brownstein Hyatt Farber Schreck

Nevada Legislature Innovates Corporation and LLC Laws

The Nevada Legislature and Gov. Steve Sisolak have recently approved Assembly Bill No. 207 (AB 207), a bill passed under the leadership and guidance of Assembly Speaker Jason Frierson. AB 207 makes certain meaningful changes...more

A&O Shearman

A Comparison of Divisive Merger Statutes in Delaware and Texas

A&O Shearman on

Effective August 1, 2018, the Delaware Limited Liability Company Act (DLLCA) was amended to include a new divisive merger statute. Unlike a traditional merger, whereby two or more entities merge to become one entity, a...more

Cadwalader, Wickersham & Taft LLP

2016 Year In Review: Corporate Governance Litigation And Regulation

2016 saw many notable developments in corporate governance litigation and related regulatory developments. In this article, we discuss significant judicial and regulatory developments in the following areas: Mergers...more

Akin Gump Strauss Hauer & Feld LLP

2013 Changes to Delaware Corporate and LLC Law

In this alert we summarize the most important recent additions and amendments to the Delaware General Corporation Law (the “DGCL”) and the Delaware Limited Liability Company Act (the “DLLCA”). These changes include...more

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