Episode 24: Corporate Oppression Doctrine Meets Sex Discrimination: A Conversation with Professor Meredith Miller
Episode 23: LLCs as They Approach the 50-Year Milestone: A Conversation with Professor Susan Pace Hamill
Litigation developments: core M&A and corporate governance doctrines
PODCAST: Williams Mullen GovCon Perspectives - Why Was My SWaM Certification Denied, and What Can I Do?
Episode 8: Minority Oppression in the LLC: Interview With Professor Douglas Moll
Episode 10: The Marketability Discount Revisited: Interview with Greg Barber
The M&A Word of the Day® from the Book of Jargon® – Global Mergers & Acquisitions Is Squeeze Out
First EC Fines Imposed for Labour Market and Minority Shareholder Infringements - On 2 June 2025, the European Commission (EC) announced fines on Delivery Hero and Glovo for infringing EU competition law. This is the...more
In an M&A market characterized by buyer caution and narrowing liquidity pathways for sellers, flexible minority stakes transactions are proving a valuable option for dealmakers in the US and Europe - In an M&A market that has...more
On 2 June 2025, the European Commission fined Delivery Hero and Glovo a total of EUR 329 million for participation in a cartel in the online food delivery sector. Notably, this marks not only the first time the Commission has...more
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
When a private company is being sold, it is necessary for its minority shareholders to be mindful of protecting their own individual interests when diverging from the controlling shareholder’s interests. Because the...more
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
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
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
The U.S. Small Business Administration's (SBA) Final Rule, which takes effect on Jan. 16, 2025, makes a range of substantive changes to the regulatory regime for small business contractors. Holland & Knight previously...more
This white paper details the significant differences between the Federal Trade Commission’s Proposed Rule and recently issued Final Rule with respect to various premerger reporting requirements under the Hart-Scott-Rodino...more
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
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
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
Our Tax Group sheds light on recent IRS rulings that disallow deductions involving success-based fees in M&A transactions. Contrary to common practice, the IRS recently ruled target companies could not deduct success-based...more
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
The U.S. Department of Justice, Antitrust Division (DOJ), and the Federal Trade Commission (FTC) (and together, the “Agencies”) have released long-anticipated draft merger guidelines (the “2023 Draft Guidelines”) that...more
The U.S. Justice Department (DOJ) and Federal Trade Commission (FTC) (collectively, the “Agencies”) released for public comment draft Merger Guidelines that outline how the agencies evaluate proposed deals. The Agencies have...more
Dealing with – or being – a minority shareholder can be problematic, and friction between majority and minority owners is not uncommon. The majority owner may find itself hamstrung in its efforts to conduct business by the...more
On September 20, 2021, the Delaware Supreme Court took the highly unusual step of overruling its prior decision in Gentile v. Rossette. An oft-criticized precedent from 2006, Gentile created an exception allowing minority...more
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
In Farro v. Schochet, the Second Department recently held that §1002 of the NY LLC Law restricted a dissenting member’s remedy to an appraisal for the fair value of his interest in the business after a freeze-out merger....more
In 2014, the Delaware Supreme Court’s landmark Kahn v. M&F Worldwide Corp.1 (MFW) decision established that the deferential business judgment standard of review could apply to controlling stockholder “squeeze-out” mergers...more
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
Gilbert v. Perlman, C.A. No. 2018-0453-SG (Del. Ch. Apr. 29, 2020) - Delaware law imposes fiduciary duties upon controlling stockholders who use their power to control the corporate machinery. For that reason, determining...more
Corporate - Japanese Government Issues M&A Guidelines - On June 28, 2019, Japan's Ministry of Economy, Trade and Industry issued the "Fair M&A Guidelines: Enhancing Corporate Value and Protecting Shareholders'...more