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26 Mar 2024, 6:32 am
A ‘REASONABLE’ APPROACH TO ACTIVIST SETTLEMENT AGREEMENTS Under Unocal, the response to an activist threat needs to be reasonable and proportional to the threat that the activist presents to the corporation. [read post]
26 Mar 2024, 6:32 am
A ‘REASONABLE’ APPROACH TO ACTIVIST SETTLEMENT AGREEMENTS Under Unocal, the response to an activist threat needs to be reasonable and proportional to the threat that the activist presents to the corporation. [read post]
20 Mar 2024, 12:37 pm
Unocal should have hauled off the contaminated soil from the sump, which would become Wright’s home, it would have taken them a few hours in remediation efforts. [read post]
13 Mar 2024, 9:05 pm
The chapter also considers what is perhaps the most significant innovation in corporate law since the enabling statute: the Delaware Supreme Court’s development of a special standard of review applicable to antitakeover devices under Unocal and sales of control under Revlon. [read post]
13 Mar 2024, 12:47 pm
The chapter then considers the Delaware business judgment rule, with its distinction between the standard of conduct and the standard of review, and the Delaware Supreme Court’s development of a special standard of review applicable to antitakeover devices under Unocal and sales of control under Revlon. [read post]
5 Mar 2024, 3:00 am
Moelis should serve as a reminder that those agreements don’t just have to satisfy Unocal, they also need to avoid running afoul of the limitations imposed by Section 141(a). [read post]
23 Feb 2024, 4:05 pm
The chapter then considers the Delaware business judgment rule, with its distinction between the standard of conduct and the standard of review, and the Delaware Supreme Court’s development of a special standard of review applicable to antitakeover devices under Unocal and sales of control under Revlon. [read post]
12 Feb 2024, 9:01 pm
Companies today face more pressure to speak on social and political issues than ever before. [read post]
26 Jan 2024, 6:30 am
Posted by Gail Weinstein, Philip Richter, and Steven Epstein, Fried, Frank, Harris, Shriver & Jacobson LLP, on Tuesday, January 23, 2024 Tags: Activist, Advance Notice Bylaw, Blasius, Bylaw, Chancery, Coster, Kellner, Schnell, Stockholder, Unocal When Myopic Managers Must Mark to Market Posted by Adam Kolasinski (Texas A&M University), and Nan Yang (Hong Kong Polytechnic University), on Tuesday, January 23, 2024 Tags: Banks, CEOs, Executives, Liquidity CSRD Compliance: A… [read post]
26 Jan 2024, 6:30 am
Posted by Gail Weinstein, Philip Richter, and Steven Epstein, Fried, Frank, Harris, Shriver & Jacobson LLP, on Tuesday, January 23, 2024 Tags: Activist, Advance Notice Bylaw, Blasius, Bylaw, Chancery, Coster, Kellner, Schnell, Stockholder, Unocal When Myopic Managers Must Mark to Market Posted by Adam Kolasinski (Texas A&M University), and Nan Yang (Hong Kong Polytechnic University), on Tuesday, January 23, 2024 Tags: Banks, CEOs, Executives, Liquidity CSRD Compliance: A… [read post]
19 Jan 2024, 6:30 am
Bookout, Skadden, Arps, Slate, Meagher & Flom LLP, on Tuesday, January 16, 2024 Tags: Caremark, con ed, Court of Chancery, delaware, Oversight, Revlon, SPAC Learning by Investing: Entrepreneurial Spillovers from Venture Capital Posted by Josh Lerner (Harvard Business School), Jinlin Li (Harvard Kennedy School), and Tong Liu (MIT Sloan School of Management), on Wednesday, January 17, 2024 Tags: entrepreneurial finance, Entrepreneurs, investing, Limited Partners, Venture Capital Edgio,… [read post]
19 Jan 2024, 6:30 am
Bookout, Skadden, Arps, Slate, Meagher & Flom LLP, on Tuesday, January 16, 2024 Tags: Caremark, con ed, Court of Chancery, delaware, Oversight, Revlon, SPAC Learning by Investing: Entrepreneurial Spillovers from Venture Capital Posted by Josh Lerner (Harvard Business School), Jinlin Li (Harvard Kennedy School), and Tong Liu (MIT Sloan School of Management), on Wednesday, January 17, 2024 Tags: entrepreneurial finance, Entrepreneurs, investing, Limited Partners, Venture Capital Edgio,… [read post]
17 Jan 2024, 6:31 am
The lesson title was “The Vitality of the Unocal Doctrine and In re Edgio, Inc. [read post]
17 Jan 2024, 6:31 am
The lesson title was “The Vitality of the Unocal Doctrine and In re Edgio, Inc. [read post]
15 Jan 2024, 9:01 pm
In doing so, the court applied an enhanced scrutiny standard of review under Unocal with sensitivity to the stockholder franchise that integrates the spirit of Blasius and Schnell.[3] In addition to analyzing these six provisions the court noted that neither the investor nor the court would quibble with the amendments to the bylaws to address Rule 14a-19 (the universal proxy rule) and to cohere with the DGCL. [read post]
25 Sep 2023, 6:00 am
Here, at the motion to dismiss stage, the Court declined to apply the Corwin doctrine to a Unocal claim seeking to enjoin certain alleged defensive measures taken by the company's board. [read post]
17 Sep 2023, 9:05 pm
Unocal. [read post]
15 Sep 2023, 6:30 am
Cogan, Takeovers, Unocal, Van Gorkom, Vogelstein, Weinberger SEC Finds Forms 12b-25 Not Up to Snuff Posted by Cydney S. [read post]
15 Sep 2023, 6:30 am
Cogan, Takeovers, Unocal, Van Gorkom, Vogelstein, Weinberger SEC Finds Forms 12b-25 Not Up to Snuff Posted by Cydney S. [read post]
11 Sep 2023, 6:31 am
It follows that, like greenmail or a poison pill, this defensive device would be subject to scrutiny under the Unocal standard [1]. [read post]
