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 …

Editor's Tweet | 2 Comments  
Editor's Tweet: Wachtell Marty Lipton on Empiricism and Experience; Activism and Short-Termism; the Real World of Business

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 …

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

The Government Shutdown Could Affect Your Transaction

The US antitrust authorities will cease certain of their operations during the pending government shutdown and your transaction may be affected.

The US antitrust agencies receive an average of 25 Hart-Scott-Rodino (HSR) filings per week. During the current government shutdown, …

Editor's Tweet |
Editor's Tweet: Clifford Chance's Tim Cornell on The Government Shutdown Could Affect Your Transaction

Greenberg Traurig Summarizes the 2013 Amendments to the Delaware General Corporation Law

Recently, the Delaware legislature adopted and Delaware’s Governor signed into law several substantive amendments to the General Corporation Law of the State of Delaware (the DGCL), 8 Del. C. §§ 101 et seq.

New Provisions

Ratification of Defective Corporate

Editor's Tweet |
Editor's Tweet: Greenberg Traurig Summarizes the 2013 Amendments to the Delaware General Corporation Law http://wp.me/p2Xx5U-1pY

Sullivan & Cromwell discusses Shuanghui International’s CFIUS Clearance for its Purchase of Smithfield Foods

Shuanghui International Holdings Limited (“Shuanghui”) and Smithfield Foods, Inc. (“Smithfield”) announced on Friday that the companies have received notice from the Committee on Foreign Investment in the United States (“CFIUS”) that its national security review of the proposed acquisition by

Editor's Tweet |
Editor's Tweet: Sullivan & Cromwell discusses Shuanghui International's CFIUS Clearance for its Purchase of Smithfield Foods http://wp.me/p2Xx5U-1oo

The Going-Private Freeze-Out: A Unique Danger for Investors in Publicly Traded Delaware LPs and LLCs

The following post comes to us from Brent J. Horton, assistant professor at Fordham University Gabelli School of Business.

In my recent article, The Going-Private Freeze-Out: A Unique Danger for Investors in Delaware Non-Corporate Business Associations,[1] I examine …

Editor's Tweet |
Editor's Tweet: The Going-Private Freeze-Out: A Unique Danger for Investors in Publicly Traded Delaware LPs and LLCs

The Geography of Revlon-Land in Cash and Mixed Consideration Transactions: A Response to Professor Bainbridge

The following comes to us from Mohsen Manesh, an Assistant Professor at the University of Oregon School of Law.

In the recently published The Geography of Revlon-Land,[1] Professor Stephen Bainbridge attempts to crisply delineate the boundaries …

Editor's Tweet |
Editor's Tweet: Prof. Manesh of Oregon Law Respond to Bainbridge on Revlon-Land

Proposals to “Reform” the Section 13D Rules: Getting it Precisely Backwards

The current proposals to accelerate the timing of beneficial ownership disclosure under Section 13(d) of the 1934 Securities Exchange Act and to broaden the definition of beneficial ownership to include derivative positions that provide economic exposure to stock price movement …

Editor's Tweet | 1 Comment  
Editor's Tweet: Profs. Gilson and Gordon on Proposals to “Reform” the Section 13D Rules: Getting it Precisely Backwards

Sullivan & Cromwell discusses SIGA Technologies, Inc. v. Pharmathene, Inc.

In an opinion issued on May 24, 2013,[1] the Delaware Supreme Court reaffirmed that an express contractual obligation to negotiate an agreement in good faith is enforceable and held that expectation damages[2] are available for breach of that obligation if

Editor's Tweet |
Editor's Tweet: Delaware Reaffirms Express Obligation to Negotiate Agreement in Good Faith Is Enforceable and Holds Expectation Damages Are Available

Journeys in Revlon-Land with a Conflicted Financial Advisor

When the board of directors of a Delaware corporation begins a process that results in a change of control of the company (typically, a cash-out merger), the board’s Revlon duties are triggered: the directors then have a fiduciary obligation to …

Editor's Tweet |
Editor's Tweet: Professor Robert T. Miller of the University of Iowa College of Law discusses Revlon duties with a Conflicted Financial Advisor

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

On May 29, 2013, Chancellor Leo E. Strine, Jr. of the Delaware Court of Chancery issued an important decision that lays the foundation for controlling stockholders to pursue going-private merger transactions with the comfort that, if certain conditions are met,

Editor's Tweet | 1 Comment  
Editor's Tweet: Gibson Dunn on Controlling Shareholders and the Business Judgment Rule in Going Private Merger Transactions http://wp.me/p2Xx5U-123

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 …

Editor's Tweet | 2 Comments  
Editor's Tweet: Wachtell Discusses Court of Chancery's Application of the Business Judgment Rule to Controlling Stockholder Mergers http://wp.me/p2Xx5U-11H

The Marketplace of Ideas: Professor Coffee and Brandon Gold on the Wachtell Bylaw

The CLS Blue Sky Blog presents its first installment of our new series, entitled “The Marketplace of Ideas.”  The intent is to present different perspectives on the same subject by two or more authors.

Today, Professor John C. Coffee, Jr. …

Editor's Tweet | 9 Comments  
Editor's Tweet: Introducing "The Marketplace of Ideas" Professor Coffee and Brandon Gold offer different views on the Wachtell Bylaw

Why the Wachtell Bylaw on Director Compensation by Shareholders is Overbroad and May Fail Blasius Scrutiny

The following post comes to us from Brandon S. Gold, a fellow in the Harvard Law School Program on Corporate Governance.  Beginning in the Fall, Brandon will be an associate with Schulte Roth & Zabel LLP.

In a recent memorandum …

Editor's Tweet | 1 Comment  
Editor's Tweet: Brandon Gold discusses why the Wachtell Bylaw on director compensation by shareholders is overbroad and may fail blasius scrutiny