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HTMLThe SEC Retains its House Advantage During Administrative Proceedings
Jodi L. Avergun, Douglas H. Fischer, Joseph V. Moreno, Emily J. Rockwood, Martin L. Seidel; Cadwalader, Wickersham & Taft LLP;
Legal Alert/Article
August 16, 2016, previously published on August 5, 2016
Facing pressure from industry practitioners and in the wake of constitutional challenges in multiple jurisdictions, the Securities and Exchange Commission (“SEC”) recently amended its Rules of Practice that apply to proceedings before an administrative law judge (“ALJ”).1...

 

HTMLM&A Update: New York Court of Appeals Rejects Extension of Common Interest Privilege to Merger Talks
Nathan Bull, William P. Mills, Heather E. Murray, Martin L. Seidel; Cadwalader, Wickersham & Taft LLP;
Legal Alert/Article
July 7, 2016, previously published on June 15, 2016
On June 9, 2016, a divided New York Court of Appeals in a much-anticipated ruling held that the attorney-client privilege can only be maintained for communications involving third parties in situations where litigation is pending or reasonably anticipated. The decision reversed an intermediate...

 

Adobe PDFGetting By With a Little Help From Friends: United States Supreme Court to Clarify Insider Trading Liability in Tipping Cases
Jodi L. Avergun, Kendra Clayton, Douglas H. Fischer, Adam S. Lurie, Martin L. Seidel; Cadwalader, Wickersham & Taft LLP;
Legal Alert/Article
February 12, 2016, previously published on January 27, 2016
On January 19, 2016, the United States Supreme Court granted certiorari in United States v. Salman, in which the Ninth Circuit Court of Appeals held that the government may prove a “personal benefit” to a tipper of inside information—a necessary element of an insider trading case...

 

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...

 

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...

 

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...

 

HTMLDelaware Court Finds Dole Executives Personally Liable for Millions in Damages for Defrauding Stockholders in Buy-Out and Undermining Special Committee Process
Richard M. Brand, Gregory A. Markel, William P. Mills, Brittany Schulman, Martin L. Seidel; Cadwalader, Wickersham & Taft LLP;
Legal Alert/Article
September 4, 2015, previously published on August 28, 2015
In its August 27th post-trial opinion, In re Dole Food Co., Inc. Stockholder Litigation, the Delaware Chancery Court held Dole executives David Murdock and Michael Carter personally liable for $148 million in damages for undermining and interfering with the special committee’s efforts to...

 


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