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23 Apr 2024, 9:01 pm by renholding
The court held, as a matter of first impression, that Section 251(b) requires a board of directors to approve either a final merger agreement or an “essentially complete version of the merger agreement. [read post]
12 Apr 2024, 6:30 am
Adams, Skadden, Arps, Slate, Meagher & Flom LLP, on Sunday, April 7, 2024 Tags: disclosures, EDGAR, Proxy Card, Proxy season, proxy statements, SEC Not at Any Price – Contested M&A, The New Normal Posted by Riyaz Lalani and Dan Gagnier, Gagnier Communications, on Monday, April 8, 2024 Tags: boards, Institutional Shareholders, M&A, Public Companies, Shareholders The Neoclassical View of Corporate Fiduciary Duty Law Posted by Zachary J. [read post]
12 Apr 2024, 6:30 am
Adams, Skadden, Arps, Slate, Meagher & Flom LLP, on Sunday, April 7, 2024 Tags: disclosures, EDGAR, Proxy Card, Proxy season, proxy statements, SEC Not at Any Price – Contested M&A, The New Normal Posted by Riyaz Lalani and Dan Gagnier, Gagnier Communications, on Monday, April 8, 2024 Tags: boards, Institutional Shareholders, M&A, Public Companies, Shareholders The Neoclassical View of Corporate Fiduciary Duty Law Posted by Zachary J. [read post]
31 Jan 2024, 9:01 pm by renholding
Plaintiffs asserted securities class actions at elevated levels in 2023 — a sign that filings will remain high in the year ahead. [read post]
17 Jan 2024, 9:01 pm by renholding
The court’s stated view, were the issue to ripen in a future matter, is clearly that a target company is not able to seek such lost-premium damages, and that stockholders could have third-party standing to pursue such relief directly. [read post]
16 Jan 2024, 1:19 pm by Kevin LaCroix
According to a story by Shaud Tavakoli of Skadden Arps Slate Meagher & Flom LLP in Westlaw, short-sellers “take matters into their own hands, preparing and publishing purported ‘research’ reports detailing their rationales for expecting a stock price decline in the hopes of triggering or accelerating a market reaction. [read post]
12 Dec 2023, 9:01 pm by renholding
The court ruled as a matter of law that Thomson Reuters had established actual copying not only through direct evidence (LegalEase admitted the copying) but also through circumstantial evidence since LegalEase had access to the headnotes and there was at least a “probative” degree of similarity between the Bulk Memos and the headnotes. [read post]
12 Nov 2023, 9:01 pm by renholding
The increasing trend of regulatory scrutiny over such matters makes it essential for CISOs to adopt a proactive approach to their company’s cybersecurity disclosures. [read post]
2 Oct 2023, 6:33 am by Dan Bressler
“Yelp wants Google’s lawyers tossed from US antitrust case” — “Yelp and a coalition of news organizations have asked a U.S. judge to disqualify a prominent U.S. law firm from defending Google (GOOGL.O) in the Justice Department’s ad tech lawsuit, saying the firm has a conflict of interest because it previously was their advocate on matters related to the case. [read post]
24 Sep 2023, 9:05 pm by renholding
  Securities class actions and derivative litigation will likely follow a large price decline, no matter what. [read post]
29 Jun 2023, 9:01 pm by renholding
This post comes to us from Skadden, Arps, Slate, Meagher & Flom LLP. [read post]
27 Jun 2023, 9:01 pm by renholding
Thank you, Christina [Maguire], for that introduction and congratulations on becoming President and CEO of the Society [for Corporate Governance] (the “Society”) this past January. [read post]
21 Jun 2023, 9:01 pm by renholding
Employers can take proactive steps to protect themselves from allegations of unfair competition no matter the outcome of the FTC’s proposal: Frequently review all existing restrictive covenants for compliance with applicable state law. [read post]