Sullivan & Cromwell discusses In re Orchard Enterprises, Inc. Stockholder Litigation

In October 2009, Dimensional Associates, LLC (“Dimensional”), the controlling stockholder of The Orchard Enterprises, Inc. (“Orchard”), which held 42% of Orchard’s outstanding common stock and 99% of its outstanding convertible preferred stock that collectively gave it approximately 53% of Orchard’s … Read more

The Marketplace of Ideas: Should the SEC change the rules on blockholder disclosure?

The CLS Blue Sky Blog presents Part II of the third installment of our series, “The Marketplace of Ideas.” Earlier installments on different topics are available here and hereThe intent is to present different perspectives on the same Read more

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Editor's Tweet: The Marketplace of Ideas: Rethinking the Disclosure of Beneficial Ownership under Section 13(d) Part II http://wp.me/p2Xx5U-1CQ

Cadwalader discusses Delaware Supreme Court Decision Upholding Business Judgment Rule Review for Certain Controlling Stockholder Transactions with Dual Minority Protections

On March 14, 2014, the Delaware Supreme Court upheld the Court of Chancery’s 2013 decision in In re MFW Shareholders Litigation , holding that in going-private mergers where there is a controlling stockholder, the use of both a truly independent … Read more

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

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Majority-of-the-Minority Voting and Fairness in Freezeout Mergers

In a landmark decision now on appeal, In re MFW Shareholders Litigation, the Delaware Chancery Court ruled that a freezeout merger negotiated by an independent special negotiating committee (SNC) and conditioned in advance on approval by a majority-of-the-minority (MOM) vote … Read more

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Editor's Tweet: Majority-of-the-Minority Voting and Fairness in Freezeout Mergers http://wp.me/p2Xx5U-1LK

Cleary Gottlieb discusses U.S. Supreme Court’s Sharp Limits on General Jurisdiction Over Corporate Defendants

On January 14, the U.S. Supreme Court issued Daimler AG v. Bauman, further clarifying—and significantly narrowing—the constitutional limitations on a court’s assertion of general jurisdiction over a corporate defendant. Bauman carries significant implications for how corporate defendants should evaluate their

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Editor's Tweet: Cleary Gottlieb discusses U.S. Supreme Court's Sharp Limits on General Jurisdiction Over Corporate Defendants http://wp.me/p2Xx5U-1Kk
Latoya2

Rise of IntercontinentalExchange and Implications of its Merger with NYSE Euronext

The following comes to us from Latoya C. Brown, a practicing attorney in Florida and a former intern at the US Securities & Exchange Commission. The views expressed herein are those of the author and not necessarily those of the Read more

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Editor's Tweet: Latoya Brown on the Rise of the IntercontinentalExchange and Implications of its Merger with NYSE Euronext http://wp.me/p2Xx5U-1Fb
Chiappinelli

The Underappreciated Importance of Personal Jurisdiction in Delaware’s Success

In an article to be published this Spring in the DePaul Law Review, I argue that Delaware’s position as the center of corporate litigation has been rooted in two unique but unconstitutional approaches to personal jurisdiction over fiduciaries. Until Delaware … Read more

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Editor's Tweet: Eric Chiapinelli on The Underappreciated Importance of Personal Jurisdiction in Delaware’s Success http://wp.me/p2Xx5U-1EE

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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Editor's Tweet: Wachtell discusses Delaware Chancery Court's Holding that Control over All Privileged Communications Passes to the Surviving Corporation in a Merger http://wp.me/p2Xx5U-1CJ
peregrine

Willful Blindness as Boardroom “Bad Faith”

The recent increase in the frequency and success with which “willful blindness” theories have been asserted in litigation may have long term implications for the corporate director’s liability profile.

Willful blindness is an aggressive liability theory that seeks to expand … Read more

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Editor's Tweet: McDermott Will & Emery's Michael Peregrine on Willful Blindness as Boardroom “Bad Faith” http://wp.me/p2Xx5U-1xF
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Empiricism and Experience; Activism and Short-Termism; the Real World of Business

Harvard Law School Professor Lucian Bebchuk believes that shareholders should be able to control the material decisions of the companies they invest in.  Over the years, he has written numerous articles expressing this view, including a 2005 article urging that … Read more

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Editor's Tweet: Wachtell Marty Lipton on Empiricism and Experience; Activism and Short-Termism; the Real World of Business
Matarese and Lauzon

Death of the Top-Up Option in Two-Step Transactions

James Matarese and Danielle Lauzon are M&A partners at Goodwin Procter LLP whose practices focus on technology and life sciences companies. Their recent representations include Onyx Pharmaceuticals in its merger with Amgen in a transaction valued at $10.4 billion.  

On … Read more

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Editor's Tweet: Goodwin Proctor on Death of the Top-Up Option in Two-Step Transactions http://wp.me/p2Xx5U-1ue