In September, the Uniform Law Commission adopted the Uniform Antitrust Pre-Merger Notification Act. The ULC does not, of course, actually enact any laws, it merely drafts and promotes laws that it would like to see made uniform among the fifty...
In 2013, then Chancellor Leo Strine determined that under Section 259 of the Delaware General Corporation Law the attorney-client privilege held by the target company follows to the surviving company after a merger. Great Hill Equity Partners IV, LP...
As the California legislature approaches its final recess of the current session, it is continuing to move AB 3129 (Wood), a bill that would according to the bill's digest "require a private equity group or a hedge fund, as defined, to provide...
Delaware practitioners and legal scholars are digesting the implications of SB 313 which adds a new Section 122(18) to the Delaware General Corporation. According to the bill's synopsis, this new provision:
In Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc.,506 A.2d 173, 182 (1986), the Delaware Supreme Court famously held that when the sale of a corporation becomes inevitable, the board of directors' duty changed from the preservation of the...
California Corporations Code Section 1312(a) provides:
Last Friday, John Jenkins wrote about another momentous ruling by Chancellor Kathaleen St. J. McCormick. In Sjunde AP-Fonden v. Activision Blizzard, Inc., 2024 WL 863290 (Del. Ch. Feb. 29, 2024), she ruled:
Writing in DealLawyers.com, Meredith Ervine highlights one Delaware corporation's proposal to amend its certificate of incorporation to designate the corporation as the agent of its stockholders to pursue damages in the event that specific...