Searching Content indexed under M&A/Private Equity by Jane Goldstein 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
The Ropes Recap: Mergers & Acquisitions Law News - Second Quarter 2015
A quarterly recap of mergers and acquisition law news from the M&A team at Ropes & Gray LLP.
United States
23 Jul 2015
The Ropes Recap: Mergers & Acquisitions Law News - First Quarter 2015
In Halpin, the acquisition of the company via a merger was approved by the written consent of the controlling stockholders.
United States
9 Apr 2015
The Ropes Recap: Mergers & Acquisitions Law News
A quarterly recap of mergers and acquisition law news from the M&A team at Ropes & Gray LLP.
United States
30 Jan 2015
D.C. Circuit Issues Ruling In Important CFIUS Case
The D.C. Court of Appeals recently issued a landmark decision in Ralls Corporation v. Committee on Foreign Investment in the United States (CFIUS), No. 13-5315, slip. op. (D.C. Cir. July 15, 2014), that could have far-reaching implications on how the government reviews transactions in which foreign individuals or entities acquire control of U.S. companies with potential national security implications. - See more at:
United States
31 Jul 2014
The Ropes Recap: Mergers & Acquisition Law News - Second Quarter 2014
On May 8, 2014, the Delaware Supreme Court sitting en banc unanimously decided ATP Tour, Inc. v. Deutscher Tennis Bund (German Tennis Federation).
United States
18 Jul 2014
Combatting PAE Abuses With The Current Antitrust Arsenal
The article reviews two practices by patent trolls that antitrust law might constrain: patent privateering and the acquisition of substitute patents.
United States
4 Mar 2014
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