26 Feb, 2024 New Chancery Decision Highlights Need for Care in Crafting Shareholder Arrangements with Delaware Corporations By Ethan Klingsberg Meredith Kotler Victor Ma A new 133-page opinion by the Delaware Court of Chancery highlights risks to the enforceability of agreements between Delaware...
20 Feb, 2024 Sears and (the Limited Scope of) Controlling Stockholder Fiduciary Duties By Ethan Klingsberg Meredith Kotler Victor Ma The recent post-trial opinion by the Delaware Court of Chancery in In re Sears Hometown and Outlet Stores, Inc. Stockholder...
22 Aug, 2023 M&A Buyers Beware: Trend in Delaware Merits Heightened Attention by Acquirors By Ethan Klingsberg Victor Ma A trio of recent, high-profile M&A cases in the Delaware Court of Chancery merit special attention by M&A acquirors. In each of these...
09 Sep, 2022 Maybe Entire Fairness Review Isn’t So Bad After All: Lessons from BGC Partners and Other Recent Controlling Shareholder Transactions By Meredith Kotler Ethan Klingsberg Marques Tracy Eight years ago, the Delaware Supreme Court in Kahn v. M&F Worldwide Corp. (“MFW”),[1] affirmed then-Chancellor Strine’s decision holding...
15 Aug, 2022 New Amendment to DGCL Merits Amending Charters of Delaware Corporations and Engagement in Advance with Institutional Shareholders By Ethan Klingsberg Oliver Board Amendments to the charters of Delaware corporations are advisable as a result of a new amendment, effective August 1, 2022, to the...
27 Jun, 2022 8th Annual Berkeley Spring Forum on M&A and the Boardroom By Ethan Klingsberg Thank you to the over 200 in-person and several hundred virtual attendees at the 8th Annual Berkeley Spring Forum on M&A and the...
21 Jun, 2022 Mind the Gaps: Lessons from the Goldstein Opinion on Why a Target Company’s Approach to Board Minutes Can Make All the Difference in M&A Litigation By Ethan Klingsberg Meredith Kotler Victor Ma Vice Chancellor Laster’s recent opinion in Goldstein v. Denner provides a useful reminder of the importance of documenting board...
24 Mar, 2022 Developments in Delaware SPAC Law By Meredith Kotler Mary Eaton Shannon McGovern The following article was published by Corporate Counsel on March 21, 2022. Click here to view. Republished with permission. In the last...
11 Jan, 2022 Delaware Chancery Court Issues First SPAC Decision By Mary Eaton Sebastian Fain Michael Levitt Nicholas Caselli +1 more... Show less In a much-anticipated decision, the Delaware Court of Chancery issued its first opinion involving shareholder challenges to de-SPAC...
16 Dec, 2021 Board Memo 2022: Sustainability and Beyond By Pamela Marcogliese Elizabeth Bieber Sebastian Fain Freshfields is pleased to announce our annual Board Memo 2022: Sustainability and Beyond. This year’s report focuses on guiding boards...
02 Dec, 2021 Spring-loaded equity awards are back on the SEC’s agenda By Maj Vaseghi Pamela Marcogliese Lori Goodman Elizabeth Bieber Andrew Herman +2 more... Show less On November 29, 2021 the United States Securities and Exchange Commission (the “SEC”) issued new guidance under Staff Accounting Bulletin...
21 May, 2021 Interim Operating Covenants: Lessons for the Recovery Period from Deal Litigation during the Pandemic By Paul Tiger Boris Feldman Doru Gavril Reflecting on the past year, we believe that the key lesson of pandemic-era deal litigation has come from the Delaware Court of...