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HTMLHighlights from 2015 and Implications for 2016
Joshua Apfelroth, Lindsey Kister, Gregory A. Markel, Braden McCurrach, William P. Mills; Cadwalader, Wickersham & Taft LLP;
Legal Alert/Article
January 29, 2016, previously published on January 19, 2016
A record-setting year for M&A deal activity, 2015 also yielded several important legal decisions and highlighted significant trends that are likely to influence M&A market participants in 2016 and beyond.

 

HTMLGlass Lewis Opens Registration for Issuer Data Report Requests, including expanding access to certain companies in Canada and Europe
Christopher T. Cox, William P. Mills, Gillian Emmett Moldowan; Cadwalader, Wickersham & Taft LLP;
Legal Alert/Article
January 19, 2016, previously published on January 8, 2016
U.S. companies listed on the NASDAQ and NYSE, as well as certain listed companies in Canada and Europe,1 with annual shareholder meetings scheduled between March 1, 2016 and June 30, 2016 may now register through January 31, 2016 to receive an Issuer Data Report (IDR) from Glass Lewis. The IDR...

 

HTMLDelaware Chancery Court Invalidates Charter and Bylaw Provisions Allowing Only for Cause Removal of Directors Where Board is Not Classified
Andrew Alin, William P. Mills, Timothy Polmateer, Martin L. Seidel; Cadwalader, Wickersham & Taft LLP;
Legal Alert/Article
January 18, 2016, previously published on January 05, 2016
In a December 21, 2015 transcript ruling, the Delaware Chancery Court invalidated the provisions of VAALCO Energy, Inc.’s charter and bylaws that allow for removal of directors only “for cause” even though VAALCO’s board is not classified. Vice Chancellor Laster ruled that...

 

HTML2016 Proxy Season - Quick Reference Guide
Christopher T. Cox, William P. Mills, Gillian Emmett Moldowan, Shane J. Stroud; Cadwalader, Wickersham & Taft LLP;
Legal Alert/Article
December 30, 2015, previously published on December 17, 2015
The year is coming to an end and the 2016 proxy season is on the horizon. This quick reference guide identifies considerations based on themes from 2015, offers recommendations and resources for the upcoming season, and discusses expected future changes in disclosure rules that public companies...

 

HTMLM&A Update: Delaware Supreme Court Upholds Rural Metro Decision, but Financial Advisors Can Breathe a Sigh of Relief
Joshua Apfelroth, Lindsey Kister, William P. Mills, Martin L. Seidel; Cadwalader, Wickersham & Taft LLP;
Legal Alert/Article
December 29, 2015, previously published on December 15, 2015
In a November 30, 2015 decision, the Delaware Supreme Court upheld the Delaware Chancery Court’s $76 million damages award against RBC Capital in In re Rural/Metro Corp. S’holders Litig. The ruling, however, notably rejected the trial court’s characterization of financial advisors...

 

HTMLISS Accepting Company-Selected Peer Group Submissions, including, for the first time, companies in the Russell MicroCap Index
Christopher T. Cox, William P. Mills, Gillian Emmett Moldowan; Cadwalader, Wickersham & Taft LLP;
Legal Alert/Article
November 30, 2015, previously published on November 23, 2015
Companies in the Russell 3000 and Russell MicroCap Index with annual meetings scheduled between February 1, 2016 and September 15, 2016 may submit updates to their self-selected compensation benchmarking peer groups from 9:00 AM EST on Tuesday, November 24, 2015 through 8:00 PM EST on Friday,...

 

HTMLM&A Update: Chancery Court Finds Merger Price to be Most Persuasive Factor in Appraisal Action
Joshua Apfelroth, Gregory A. Markel, William P. Mills, Brittany Schulman, Martin L. Seidel; Cadwalader, Wickersham & Taft LLP;
Legal Alert/Article
November 5, 2015, previously published on October 28, 2015
In a recent decision in an appraisal action, the Delaware Chancery Court reaffirmed the Court’s reluctance to substitute its own calculation of the “fair value” of a target company’s stock for the purchase price derived through arms-length negotiations, provided it resulted...

 

HTMLChancery Court Provides Lessons on Conflicts of Interest in a Sales Process - Holds Only Financial Advisor Open to Liability
Joshua Apfelroth, Gregory A. Markel, William P. Mills, Brittany Schulman, Martin L. Seidel; Cadwalader, Wickersham & Taft LLP;
Legal Alert/Article
October 23, 2015, previously published on October 13, 2015
In an October 1st decision (In re Zale Corporation), the Delaware Chancery Court dismissed claims that Zale Corporation’s directors breached their fiduciary duties in connection with Zale’s agreement to merge with Signet. The Court, however, permitted a claim to proceed against Merrill...

 

HTMLFully Informed Vote of Disinterested Stockholders Results in Business Judgment Rule Protection in Post-Closing Review of Merger
Gregory A. Markel, William P. Mills, Brittany Schulman, Martin L. Seidel; Cadwalader, Wickersham & Taft LLP;
Legal Alert/Article
October 16, 2015, previously published on October 5, 2015
In an October 2, 2015 decision, Corwin, et al. v. KKR Financial Holdings LLC., et al., the Delaware Supreme Court clarified that once a merger closes, as long as it has been approved by a fully informed vote of the disinterested stockholders, the standard for reviewing the board’s conduct...

 

HTMLDelaware Court Leaves Ousted Executive on His Own for Legal Fees
Gregory A. Markel, William P. Mills, Brittany Schulman, Martin L. Seidel; Cadwalader, Wickersham & Taft LLP;
Legal Alert/Article
September 23, 2015, previously published on September 21, 2015
In a September 11, 2015, decision, the Delaware Chancery Court denied a former officer and director advance reimbursement of legal fees in a dispute with his company, despite his insistence that multiple corporate documents and Delaware law entitled him to advancement. The opinion underscores the...

 


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