News & Analysis as of

Publicly-Traded Companies Mergers Delaware General Corporation Law

Allen Matkins

The UCC, Passover And Another Public Company Plans Delaware Exit

Allen Matkins on

In recognition of the beginning of Passover at sunset tomorrow, today's post reprises this post from 2015...more

Latham & Watkins LLP

Proposed Amendments to Delaware General Corporation Law Aim to Clarify Corporate Transaction Rules

Latham & Watkins LLP on

If enacted, the amendments would significantly impact the risk-benefit considerations for public and private companies contemplating reincorporation or going public in a different jurisdiction. ...more

Skadden, Arps, Slate, Meagher & Flom LLP

Insights: The Delaware Edition - December 2024

In this issue, we explore ongoing corporate law issues involving controlling stockholders, with significant decisions anticipated from the Delaware Supreme Court in 2025; the rise in litigation over earnout provisions in...more

A&O Shearman

Delaware Chancery Court declines to grant specific performance in a broken de-spac deal due to inherent limitations of the remedy

A&O Shearman on

Decision underscores the practical realities required for a court to enforce a specific performance clause, and the importance of having “clean hands” for parties to be eligible for this specific remedy....more

A&O Shearman

Delaware Court Of Chancery Dismisses Section 220 Action Initiated Hours After Certificate Of Merger Was Filed With Delaware...

A&O Shearman on

On December 3, 2021, Vice Chancellor Lori W. Will of the Delaware Court of Chancery granted a motion to dismiss claims to compel inspection of books and records brought by a former stockholder of Houston Wire & Cable Company...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

Skadden, Arps, Slate, Meagher & Flom LLP

Q&A: Directors’ Delaware Law Questions During the Pandemic

Skadden partner Edward Micheletti, who heads the litigation practice of the firm’s Wilmington office, answers common Delaware law questions facing boards of directors during the COVID-19 crisis....more

Skadden, Arps, Slate, Meagher & Flom LLP

Insights: The Delaware Edition - November 2019

This issue focuses on important, developing areas of Delaware corporation law and deal litigation, including recent trends in Delaware corporate disclosure law, the Delaware Supreme Court’s important ruling in Marchand v....more

Eversheds Sutherland (US) LLP

Delaware Supreme Court Addresses Novel Controlling-Stockholder Claim and Clarifies Effect of a Fully Informed, Uncoerced...

The Delaware Supreme Court recently issued an opinion, captioned Corwin v. KKR Financial Holdings LLC, that sheds further light on when a stockholder owning less than 50% of the voting power of a company may be deemed a...more

Latham & Watkins LLP

2015 Guide to Acquiring US Public Companies

Latham & Watkins LLP on

This guide summarizes certain important considerations for acquiring a publicly traded US-based target corporation through a negotiated (i.e. “non-hostile”) tender offer, exchange offer or merger. US public companies are...more

Morrison & Foerster LLP

Delaware Court Enforces Exclusive Forum Provision Adopted Concurrently with Announcement of Merger Agreement

Public companies are increasingly enacting “exclusive forum” bylaws — designating a single forum for intra-corporate disputes — as a way to limit the risk and burden of multi-jurisdictional stockholder litigation. This trend...more

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