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Venture Capital › Business Judgment Rule

BakerHostetler

Considering ‘Dexit’: A Comparative Review of Key Issues in Delaware, Nevada and Texas Corporate Laws

BakerHostetler on

On July 9, leading venture capital firm Andreessen Horowitz (AH) announced that it had decided to redomicile its primary business entity, AH Capital Management, from Delaware to Nevada. AH made an intentionally noisy exit,...more

Farrell Fritz, P.C.

Management and Common Stockholder Resistance to Acquisitions, and Using Carve-Outs to Overcome It

Farrell Fritz, P.C. on

This past June, autonomous vehicle technology startup Zoox agreed to be acquired by Amazon for a whopping $1.3 billion.  Time for the common stockholders to pop the champagne, right?  Not exactly, according to a complaint...more

Neal, Gerber & Eisenberg LLP

Down-Rounds and Other Insider Financing: How to Minimize Your Fiduciary Risk

Neal, Gerber & Eisenberg LLP on

The United States and the world are in the midst of a pandemic and a resulting economic crisis of massive proportion, with most businesses, including many venture capital and private equity backed companies, experiencing...more

Orrick, Herrington & Sutcliffe LLP

Financing a Distressed Private Company – De-Risking Inside Rounds

Orrick, Herrington & Sutcliffe LLP on

During economic downturns, private technology companies often seek emergency funding from existing VC and growth equity investors. These financings, sometimes called “inside rounds,” create conflicts of interest for boards...more

Orrick, Herrington & Sutcliffe LLP

What's New in Corporate Governance and Securities Law - October 18, 2019

Orrick, Herrington & Sutcliffe LLP on

Corporate Governance and Securities Law Developments - Directors Can Be Held Liable for Failure to Oversee “Mission Critical” Regulatory Compliance - On October 1, the Delaware Court of Chancery refused to dismiss a...more

Troutman Pepper Locke

Mergers & Acquisitions 2019: USA Chapter

Troutman Pepper Locke on

2018 M&A Numbers - Following 2017’s market decline, overall M&A volume trended in a positive direction in 2018. While the almost 20,000 transactions closed globally in 2018 did represent a 15 percent drop from the previous...more

Farrell Fritz, P.C.

Irredeemable: Delaware Case Will Make Redemption Rights Tougher to Enforce

Farrell Fritz, P.C. on

Venture capital funds routinely negotiate for a right of redemption – the right to require the company to buy out their shares after a certain period of time if an exit has not occurred – as a key element of their exit...more

Skadden, Arps, Slate, Meagher & Flom LLP

"After Corwin, Court of Chancery Provides Additional Guidance on Application of Business Judgment Rule to Post-Closing Damages...

Skadden, Arps, Slate, Meagher & Flom LLP on

As previously reported in Insights: The Delaware Edition, the Delaware Supreme Court’s landmark decision in Corwin v. KKR Financial Holdings LLC, 125 A.3d 304 (Del. 2015) articulated a new defendant-friendly rule for...more

Foley Hoag LLP

Delaware Court Issues Important Trados Decision Delineating Director Duties in Sale of Venture-Backed Company

Foley Hoag LLP on

The Delaware Chancery Court issued its long-awaited post-trial decision last month in In re Trados Incorporated Shareholder Litigation. In the decision, the court affirmed that directors designated by the venture capital...more

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