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David K. Robbins Document Search Results (7) Sort by:  | Standstills and No Shops: A Potentially Dangerous Mix
Stephen D. Alexander, Bartley C. Deamer, Mariam Tonya Javaheri, David K. Robbins, James J. Thompson; Bingham McCutchen LLP;
Legal Alert/Article April 16, 2012, previously published on April 13, 2012 The Delaware Court of Chancery, in its recent ruling, In re Celera Corporation Shareholder Litigation C.A. No. 6304-VCP (March 23, 2012), addressed whether the flexibility intended to be provided by the customary “fiduciary out” clause in acquisition agreements was improperly limited by...
| | Delaware Chancery Court Refuses to Enjoin Mergers Despite Issues with Process
Stephen D. Alexander, Sara Rezvanpour, David K. Robbins; Bingham McCutchen LLP;
Legal Alert/Article March 22, 2012, previously published on March 20, 2012 In two recent cases, the Delaware Court of Chancery denied plaintiffs' requests to enjoin shareholder votes on proposed mergers that the court found likely to have been tainted by breaches of fiduciary duties. Noting the absence of any competing suitors and the availability of monetary damages, the...
| | Attention to Detail Matters: Transfer of NY Real Property Invalidated in Delaware Merger
Daniel B. Erlikhman, David K. Robbins; Bingham McCutchen LLP;
Legal Alert/Article December 7, 2011, previously published on December 5, 2011 A recent New York appellate ruling (Preston v. APCH, Inc., 1023 Ca 11-00169, App. Div., 4th, Oct. 7, 2011), refused to recognize the transfer of an industrial facility located in New York between a non-surviving Delaware corporation and its Delaware parent that validly completed a Delaware short...
| | SEC Will Permit “Proxy Access” Shareholder Proposals
Laurie A. Cerveny, Chris Cox, Janice A. Liu, Michael P. O'Brien, David K. Robbins, Charles A. Sweet; Bingham McCutchen LLP;
Legal Alert/Article September 27, 2011, previously published on September 23, 2011 An amendment to SEC Rule 14a-8 that will enable shareholders of U.S. public companies (including investment companies) to submit proposals calling for some form of “proxy access” — that is, a procedure permitting shareholders to include alternative nominees for director in the...
| | A Brave New World Under California's Relaxed Standards for Corporate Distributions
David K. Robbins, James J. Thompson; Bingham McCutchen LLP;
Legal Alert/Article September 21, 2011, previously published on September 15, 2011 Sections 500-509 of the California Corporations Code (the “Code”) govern if and when a California corporation or quasi-corporation can make a distribution to its shareholders (for purposes of this article, references to “distributions” include dividends of cash or property...
| | Latest Round of CSX v. The Children’s Investment Fund: No Agreement on Whether Equity Swaps Confer Beneficial Ownership
Stephen D. Alexander, Janice A. Liu, Michael P. O'Brien, David K. Robbins; Bingham McCutchen LLP;
Legal Alert/Article August 2, 2011, previously published on July 28, 2011 In CSX Corp. v. The Children’s Inv. Fund Mgmt (UK) LLP (July 18, 2011), the 2nd Circuit U.S. Court of Appeals reaffirmed that, for violations of Section 13(d) of the Securities Exchange Act of 1934, the injunctive remedy of vote sterilization is not available where timely and curative...
| | D.C. Circuit Voids SEC “Proxy Access” Rule
Laurie A. Cerveny, Chris Cox, Barry N. Hurwitz, Michael P. O'Brien, David K. Robbins, Charles A. Sweet; Bingham McCutchen LLP;
Legal Alert/Article July 26, 2011, previously published on July 22, 2011 In a strongly worded opinion, a three-judge panel of the D.C. Circuit has unanimously voided the SEC’s Proxy Access Rule, which would have permitted shareholders who owned in the aggregate 3% of the voting power of a U.S. public company (including investment companies) for at least three...
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