Developments in Securities Regulation, Corporate Governance, Capital Markets, M&A and Other Topics of Interest. MORE
Chancery Analyzes Interested Stockholder Provision of DGCL Section 203
By Steve Quinlivan on
“Too Much Dynamite” Can Override Indemnification Limitations
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Court Finds Potentially Defective Conversion of an LLC Valid
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Court Finds Indemnification Provisions in Merger Agreement Binding on Non-Signatories
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Minnesota Court Finds Structuring of Sale Transaction Did Not Violate Duty of Good Faith and Fair Dealing
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Buyer Potentially Liable for Earnout Even Though it had Right to Operate Target in its Discretion
By Steve Quinlivan on
Chancery Permits Reverse Veil Piercing
By Steve Quinlivan on
Votes Compelled by Stockholders Agreement Do Not Count Towards Corwin Cleansing
By Steve Quinlivan on
Delegating Preparation of Proxy Statement to Management was an Unexculpated Act of Bad Faith
By Steve Quinlivan on