Bill Would Require Filing Of HSR Notifications With California's Attorney General

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...

The Attorney-Client Privilege In M&A Transactions - A Decade Later

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...

California Caps Legislative Session By Sending A Weird Hedge Fund Bill To The Governor For A Possible Signature

Last month, I commented on the "weird" definition of "hedge fund" in AB 3129 (Wood).  On the last day of the current session, the legislature passed the bill.  It is now on Governor Newsom's desk.

California's Legislature Mulls Weird Definition Of "Hedge Fund"

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...

Professor Bainbridge Queries Whether SB 313 Eviscerates Omnicare, But Does That Question Have Any Relevance To California Corporations?

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:

Does Revlon Make Nevada Tense?

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...

Federal Judge Finds Exception To Exclusivity Of California Dissenters' Rights Remedy To Be "Likely" Even Though The Statute Says Otherwise

California Corporations Code Section 1312(a) provides:

What Exactly Must A Board Approve When It Approves A Merger?

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:

Agency By Unsigned Charter Amendment?

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...

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