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Private Equity Shareholder Litigation Corporate Governance

Skadden, Arps, Slate, Meagher & Flom LLP

The Informed Board - Spring 2025

In this issue of The Informed Board, we go behind all the talk about companies reincorporating in states other than Delaware. In our lead article and our podcast, we point out that few companies actually moved, and we explain...more

Cadwalader, Wickersham & Taft LLP

Delaware Court of Chancery Permits Reliance on News Articles and Information Post-Dating Books and Records Demand

On January 29, 2025, in State of Rhode Island Office of the General Treasurer v. Paramount Global (the “Decision”), the Delaware Court of Chancery issued a post-trial opinion, broadening the types of sources a stockholder may...more

Foley Hoag LLP

Shareholders' Agreement: Caution When Drafting Drag Along Provisions

Foley Hoag LLP on

“Drag along” provisions are frequently included in shareholders’ agreements. Whenever an offer for all (or a high proportion) of a company's share capital is accepted by a majority (as determined by the shareholders’...more

Nelson Mullins Riley & Scarborough LLP

I Want You to Want Me. But I Don’t Need You to Need Me: Manti Holdings v. The Carlyle Group and the Meaning of Non-Ratable Benefit...

Delaware’s rigorous fairness standards for transactions involving controlling shareholders have recently come to the forefront of the Chancery Court’s docket. The Transaction...more

Vinson & Elkins LLP

Delaware Court of Chancery Rejects Challenges to Sale of Company by Private Equity Controller, Assesses Transaction Under Business...

Vinson & Elkins LLP on

On January 7, 2025, Vice Chancellor Glasscock issued a 68-page post-trial decision in Manti Holdings, LLC v. The Carlyle Group Inc., in which he rejected plaintiffs’ claims of breach of fiduciary duty in connection with the...more

Skadden, Arps, Slate, Meagher & Flom LLP

The Informed Board - Spring 2021

What questions do prospective SPAC directors need to ask? What are the 10 most common misconceptions regarding attorney-client privilege? The Informed Board aims to provide insights into the key issues directors face...more

White and Williams LLP

Evidence of Lack of Adequate Compliance Systems Sufficient to Plead Bad Faith by Board

Summer is usually the best time of year for ice cream companies, but the season is off to a rough start for Blue Bell Creameries, USA, Inc. The Delaware Supreme Court, in Marchand v. Barnhill, held on June 18 that a suit...more

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