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Searching Content indexed under Corporate/Commercial Law by Roland Hlawaty ordered by Published Date Descending.
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1
Deferential Business Judgment Rule Can Apply To Going Private Transactions With Controlling Stockholders
Court of Chancery determines that the use of both a special committee and majority-of-the-minority vote will result in application of the business judgment rule.
United States
12 Jun 2013
2
Delaware Chancery Court Denies Summary Judgment On "Revlon" Claims
Recently, in "In re Plains Exploration & Production Company Stockholder Litigation", the Delaware Court of Chancery denied the plaintiffs' request for a preliminary injunction.
United States
24 May 2013
3
The SEC Finally Embraces Social Media As An Acceptable Channel Of Communication For Regulation FD Purposes
Seeking to encourage issuers to use new forms of communication that enhance the flow of information to the investing public, the Securities and Exchange Commission issued a press release and related report to clarify that social media, such as Facebook and Twitter, can be considered acceptable channels of communication for purposes of complying with Regulation Fair Disclosure.
United States
15 Apr 2013
4
NYSE And NASDAQ Adopt Final Rules For Compensation Committees
On June 20, 2012, in furtherance of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the Securities and Exchange Commission adopted new Rule 10C-1 under the Securities Exchange Act of 1934.
United States
5 Feb 2013
5
NYSE And NASDAQ Adopt Final Rules For Compensation Committees
In furtherance of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the Securities and Exchange Commission adopted new Rule 10C-1 under the Securities Exchange Act of 1934.
United States
4 Feb 2013
6
Delaware Court Refuses To Enjoin Stockholder Vote On Company Sale Based On A Disclosure Claim Relating To Projections Of Target's Management
Determines that management projections, while "merely helpful", are not material and need not be disclosed.
United States
18 Dec 2012
7
NYSE And NASDAQ Issue Proposed Rules For Compensation Committees
On June 20, 2012, in furtherance of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the Securities and Exchange Commission adopted new Rule 10C-1 under the Securities Exchange Act of 1934 and amendments to Item 407 of Regulation S-K1 that, among other things, focused on ensuring the independence of compensation committee members by directing the national securities exchanges to "establish listings standards that … require each member of a listed issuer’s compensation commi
United States
22 Oct 2012
8
Delaware Court Determines That Controlling Stockholder Has No Duty Of Self-Sacrifice For The Benefit Of Minority Stockholders
In In Re Synthes, Inc. Shareholder Litigation,1 the Delaware Court of Chancery refused to impose the more exacting entire fairness standard of review based on the allegation that the controlling stockholder was conflicted in a merger transaction because the target company executed a merger agreement with Johnson & Johnson that consisted of 65% stock and 35% cash for all of the target’s outstanding shares instead of pursuing an all-cash private equity consortium bid that would have only cashed ou
United States
4 Sep 2012
9
Delaware Court Imposes Four Month Delay To Hostile Bidder’s Exchange Offer And Proxy Contest
In a lengthy, highly contextual analysis in Martin Marietta Materials, Inc. v. Vulcan Materials Company1, the Delaware Court of Chancery recently took the extraordinary steps of enjoining – for 4 months
United States
22 May 2012
10
Delaware Supreme Court Adheres To "Plain Meaning" Of Preferred Stock Terms
In determining that preferred stockholders not entitled to liquidation preference, Court declines to integrate conversion of preferred stock with subsequent merger.
United States
30 Apr 2012
11
Delaware Court Blocks Sale Of Bank Stripped Of Its "Criticized Assets"
In In re BankAtlantic Bancorp, Inc., the Delaware Court of Chancery recently permanently enjoined the proposed sale of a troubled financial institution via a "good bank/bad bank" structure on the basis that it would violate "boilerplate" successor obligor provisions in indentures governing the terms of outstanding public securities.
United States
20 Apr 2012
12
Delaware Court Re-Iterates The Contractual Nature Of Fiduciary Duties Owed To Limited Partners
Recognizes that governing agreement may limit the reach of the implied covenant of good faith and fair dealing.
United States
15 Mar 2012
13
Delaware Court Confirms That In Appraisal Action "Fair Value" Of Preferred Stock Is Determined By Reference To Its Contractual Rights
Preferred stock provisions have been the subject of countless judicial decisions over the years.
United States
6 Mar 2012
14
Delaware Court Asked To Resolve Dispute Over Standard M&A Contract Terms
Court denies summary judgment where contract terms are ambiguous and conflicting and the parties’ intent not clear from the record.
United States
25 Jan 2012
15
Delaware Court Applies Step Transaction Doctrine To "Ensure The Fulfillment Of Parties’ Expectations" In Merger Agreement
Refuses to allow "technical formalities" of transaction structure to "affect how the law views the substance of what truly occurred".
United States
8 Dec 2011
16
Delaware Supreme Court Provides Guidance On Interpretation Of "Boilerplate" Indenture Provisions
Proposed corporate splitoff not sufficiently tied to previous transactions to require aggregation under bond indenture’s "successor obligor provision"
United States
16 Nov 2011
17
Delaware Court Denies Appraisal Rights To Stockholders In Cash Election Merger
Statutory appraisal rights not available to stockholders who fail to make timely election and are therefore required to accept cash
United States
8 Nov 2011
18
Delaware Court Finds That Intimidation Can Strip Otherwise Disinterested Board Members Of Their Status As Independent Directors
When contesting a decision of a corporate board of directors, one way for plaintiffs to overcome the presumption of the business judgment rule is to establish that a majority of the board members lacked "independence."
United States
3 Nov 2011
19
Delaware Court Disallows Preferred Stock Class Vote Designed To Thwart Anticipated Proxy Contest
Applying enhanced scrutiny, Court determines that directors lacked "compelling justification" to deprive majority stockholders of their right to elect new directors.
United States
19 Oct 2011
20
Delaware Court Delays Shareholders Meeting Called To Approve Merger Pending Distribution Of Enhanced Disclosures
While dismissing challenge to board process, Court criticizes disclosures of financial advisor compensation and post-closing employment opportunities for target CEO
United States
4 Oct 2011
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