Wachtell responds to Bebchuk and Jackson’s Toward a Constitutional Review of the Poison Pill

In a recent paper, Professors Lucian Bebchuk and Robert Jackson have extended Professor Bebchuk’s extreme and eccentric campaign against director-centric governance into a new realm—that of the Constitution of the United States. They claim that “serious questions” exist about … Read more

Wachtell discusses Delaware Chancery Court’s Holding that Control over All Privileged Communications Passes to the Surviving Corporation in a Merger

Last week, the Delaware Court of Chancery ruled that an acquiring merger party obtains legal control of all of a target’s attorney-client communications, absent an express provision in a merger agreement to the contrary.  Great Hill Equity Partners IV, LP Read more

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Wachtell Lipton discusses Delaware Court of Chancery Guidance for Dealing with Dissident Directors

In a series of recent rulings, the Delaware Court of Chancery has provided guidance for boards coping with dissident directors.  Kalisman  v. Friedman, C.A. No. 8447-VCL. 

OTK Associates, LLC is the largest stockholder of Morgans Hotel Group Co.  Jason Kalisman … Read more

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Editor's Tweet: Wachtell Lipton discusses Delaware Court of Chancery Guidance for Dealing with Dissident Directors

Wachtell on Controlling Shareholders and the Business Judgment Rule in Going Private Merger Transactions

The Delaware Court of Chancery this week held that the use of both an independent special committee and a majority-of-the-minority vote condition in a go-private merger between a controlled company and its controlling stockholder will result in application of the … Read more

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Wachtell Proposes Bylaw to Ward Off Threat of Conflicted Directors

This year, the practice of activist hedge funds engaged in proxy contests offering special compensation schemes to their dissident director nominees has increased and become even more egregious.  While the terms of these schemes vary, the general thrust is that, … Read more

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Wachtell Lipton Discusses Rulemaking Petition for Modernization of Section 13 Beneficial Ownership Reporting Rules

NYSE Euronext, the Society of Corporate Secretaries and Governance Professionals and the National Investor Relations Institute have jointly filed a rulemaking petition with the SEC, seeking prompt updating to the reporting rules under Section 13(f) of the Securities Exchange Act … Read more

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Editor's Tweet: Wachtell Discusses a Rulemaking Petition Calling for Modernization of Section 13 Beneficial Ownership Reporting Rules

“Don’t Ask, Don’t Waive Standstills” Revisited (Rapidly)

In a second Chancery transcript ruling on the subject in recent weeks, Chancellor Leo E. Strine, Jr. has made clear that Delaware has no per se rule against “Don’t Ask, Don’t Waive” standstill provisions (which prohibit a party subject to … Read more

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Editor's Tweet: Wachtell Lipton partners opine on Delaware's two recent rulings on "Don't Ask, Don't Waive" provisions (Ancestry.com and Complete Genomics)