Searching Content by Paul S. Scrivano ordered by Published Date Descending.
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In Delaware, Notices And Deadlines Matter
The recent Delaware Court of Chancery decision by Vice Chancellor Glasscock in Vintage Rodeo Parent, LLC v. Rent-A-Center, Inc.
United States
1 Apr 2019
Delaware Supreme Court Cautions That "Partial And Elliptical Disclosures" Cannot Support The Application Of Corwin Business Judgment Review
On July 9, 2018, the Delaware Supreme Court held in Morrison v. Berry that Corwin business judgment review will not apply to stockholder-approved transactions when "partial and elliptical"...
United States
16 Jul 2018
Ninth Circuit Splits From Five Other Circuits; Requires Only A Showing Of Negligence For Claims Under Section 14(e) Of The Exchange Act
On April 20, 2018, in Varjabedian v. Emulex Corp.,1 the Ninth Circuit held that Section 14(e) of the Securities Exchange Act of 1934 requires only a showing of negligence, rather than scienter...
United States
11 May 2018
Approval Of Enhanced Advance Notice Bylaws
On April 3, 2018, the Superior Court of Washington for King County issued a decision affirming the use of enhanced advance notice bylaws and finding that the board's decision to reject a deficient notice...
United States
25 Apr 2018
Updated Guidance (And Ground Rules) For Controlling Stockholder Deals
In Martha Stewart, the procedural protections were instituted after the merger negotiations began between the target company and the buyer.
United States
8 Mar 2018
Forging Ahead With "Entire Fairness," Or Playing It Safer (Procedurally Speaking)
Controlling stockholder buyouts of Delaware corporations are generally scrutinized under the lens of "entire fairness" to determine whether the transaction was the product of fair dealing and fair price.
United States
19 Sep 2017
Practical Guidance On Merger Conditions From Williams v. Energy Transfer Equity
The case involved the proposed acquisition by Energy Transfer Equity of The Williams Companies.
United States
5 May 2017
Outer Boundaries Of Corwin, And When A Stockholder Vote Will Cleanse Post-Merger Claims, Are Taking Shape
Thus, recent decisions, taken together, altogether changed the contours of merger related litigation.
United States
3 May 2017
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