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By Neal A. Potischman, Stephen Salmon, Alyse Katz, John Bick, Kirtee Kapoor, Lawrence Portnoy
Merger agreements and other complex contracts often contain "anti-reliance" provisions reciting that the representations in the agreement are the sole representations on which the parties relied in entering into the contract.
By George Bason, Jr., John Bick, David Caplan, Ning Chiu, Arthur Golden, William Kelly, Scott Luftglass, Phillip Mills, Antonio Perez-Marques, Lawrence Portnoy, Mutya Fonte Harsch
Chancellor Leo E. Strine, Jr. of the Delaware Court of Chancery recently upheld the statutory and contractual validity of bylaws separately adopted by the boards of directors of Chevron and FedEx that designated the Delaware courts as the exclusive forum for disputes regarding the internal affairs of the respective companies.
The Vitro decision has interesting implications which we discuss in this Client Update.
By Luigi De Ghenghi
On August 12, 2011, the Board of Governors of the Federal Reserve System (the "Board") issued an interim final rule setting forth the Board’s regulations for savings and loan holding companies ("SLHCs") and their non-depository subsidiaries (the "Interim Final Rule").
By Sam Dimon
On July 22, the Tax Court published its decision in the case of Anschutz Company v. Commissioner, involving a taxpayer that (indirectly) engaged in various prepaid variable forward contracts (which the court calls "PVFCs") and associated stock lending agreements ("SLAs") with respect to portfolio stock (indirectly) owned by him.
By Robert Colby
Citing a need to better protect and inform mutual fund investors, the Securities and Exchange Commission ("SEC") proposed on July 21, 2010 to replace Rule 12b-1 under the Investment Company Act with new rules governing asset-based distribution fees and related disclosure in fund prospectuses, annual and semi-annual reports to shareholders and investor confirmation statements.