Events & Publications
- Sep 22, 2020
- Publications
The SEC recently adopted amendments to its proxy solicitation rules that codify its view that proxy voting advice constitutes a solicitation under the proxy rules; clarify that a failure by proxy advisory firms to provide material…
- Jul 22, 2020
- Publications
Among others, the SEC now requires that proxy advisory firms wishing to rely on certain proxy solicitation rule exemptions must establish reasonable policies and procedures to give all companies access to their voting advice before or …
- Jul 08, 2020
- Publications
The SEC recently approved the NYSE’s rule proposal to extend until September 30, 2020, the temporary waiver of certain requirements under the NYSE’s shareholder approval rule. The waiver applies to equity issuances to related parties…
- Jul 07, 2020
- Publications
In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several decisions of significance to the M&A practice issued during the second quarter of 2020.
- Jun 24, 2020
- Publications
The SEC’s Division of Corporation Finance provided additional guidance June 23 on disclosure matters that SEC reporting companies should consider with respect to COVID-19 and related business and market disruptions, updating guidance…
- May 19, 2020
- Publications
The SEC approved, with immediate effect, a proposed NYSE rule change that provides NYSE-listed companies with a temporary COVID-19 exception through June 30 to the 20% shareholder approval requirement for private placements. The…
- May 08, 2020
- Publications
The SEC recently approved a rule change that provides Nasdaq-listed companies with a limited temporary exception to the shareholder approval requirement for private placements and a narrow related exception for an affiliate’s…
- May 04, 2020
- Publications
The court held that two minority stockholders did not effectively become controllers of a company by rolling over their shares in a going-private merger with the company’s majority stockholder.
- Apr 30, 2020
- Publications
In light of the continuing, unprecedented decline in the U.S. and global equity markets, the NYSE and the Nasdaq Stock Market recently modified their listing requirements relating to market capitalization and $1.00 minimum price (in…
- Apr 20, 2020
- Publications
Nasdaq recently addressed some questions that Nasdaq-listed companies may have related to disruptions caused by COVID-19. Concurrently, the SEC Staff provided new guidance regarding Form 144 filing requirements in light of COVID-19…
- Apr 20, 2020
- Publications
The SEC is temporarily waiving certain requirements under the NYSE’s shareholder approval rule applicable to equity issuances to related parties and equity issuances in private placements in excess of 20%.
- Apr 07, 2020
- Publications
Delaware’s governor issued an emergency order permitting Delaware public corporations to re-notice or adjourn annual or special shareholder meetings as virtual-only meetings solely by a filing and a press release.
- Apr 06, 2020
- Publications
In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several decisions of significance to the M&A practice issued during the first quarter of 2020.
- Mar 26, 2020
- Publications
The SEC announced March 25th that it was extending filing periods covered by the conditional reporting relief announced March 4. Concurrently, the Division of Corporation Finance issued guidance and questions for reporting companies…
- Mar 23, 2020
- Publications
In recent days, scores of companies have either withdrawn or revised downward previously issued guidance due to the continuing adverse impacts of the COVID-19 pandemic, with most opting to withdraw. We highlight important areas to…
- Mar 17, 2020
- Publications
As the coronavirus (COVID-19) pandemic continues to slow commerce, most companies face serious challenges in almost all areas of their businesses. The recent turmoil and volatility of public financial markets has resulted in many…
- Mar 17, 2020
- Publications
As we enter the run-up to peak proxy season and with travel restrictions and “social distancing” measures increasing, companies face challenges on how to address the coronavirus (COVID-19) outbreak in the context of their annual…
- Mar 14, 2020
- Publications
The UK and Ireland have been added to the existing ban on entry into the U.S. of foreign nationals who have been in any of 26 countries in Europe during the 14 days prior to their entry.
- Mar 13, 2020
- Publications
As market reaction to the coronavirus outbreak leads to declining trading prices for bank loans and notes, many debt issuers and their private equity sponsors are considering repurchasing their outstanding debt to capture discount. We …
- Mar 12, 2020
- Publications
President Trump signed a proclamation restricting and suspending the entry into the United States of foreign nationals who have been within Europe’s Schengen Area during the 14 days prior to their entry. U.S. citizens and others not…
- Mar 11, 2020
- Publications
As peak proxy season approaches and travel restrictions and quarantines increase, companies face challenges on how to address the coronavirus (COVID-19) outbreak in the context of their annual shareholders meetings. In this memo, we…
Litigation partner and former Secretary of Homeland Security Jeh Johnson offers insights for business leaders on responding to the current coronavirus (COVID-19).
- Mar 06, 2020
- Publications
Currently, the impacts of the coronavirus (COVID-19) would not likely trigger the typical MAE termination right. However, this may change depending on the outbreak’s duration, disproportionate industry or company impacts and whether…
- Feb 20, 2020
- Publications
The Securities and Exchange Commission recently addressed financial reporting considerations and potential SEC relief in light of the effects of the novel coronavirus. These effects may be important to SEC-reporting companies that…
- Mar 04, 2020
- Publications
As the coronavirus (COVID-19) continues to spread, SEC reporting companies and their boards need to consider the impacts of the outbreak not just from business continuity and risk management perspectives, but also on their public…
- Mar 04, 2020
- Publications
The Delaware Court of Chancery recently confirmed in Salladay v.Lev that conditioning a conflicted (but non-controller) transaction upon approval by a fully empowered, disinterested and independent special committee can restore the…
Corporate partner David Huntington participated in Society for Corporate Governance’s “Essentials For Corporate Governance,” the Society’s signature instructional program on the responsibilities of corporate secretaries and other…
- Jan 22, 2020
- Publications
It is widely expected that within two years, by the end of 2021, the London Interbank Offered Rate (“LIBOR”) will no longer be published by LIBOR panel banks. Recognizing the potential impact LIBOR’s cessation could have on lenders,…
- Jan 21, 2020
- Publications
In BlackRock Credit Allocation Income Trust v. Saba Capital Master Fund, Ltd. (available here), the Delaware Supreme Court held that two publicly traded, closed-end fund trusts advised by BlackRock Advisors, LLC were not required to…
- Jan 07, 2020
- Publications
In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several decisions of significance to the M&A practice issued during the fourth quarter of 2019.
Corporate partner Ariel Deckelbaum and Litigation partners Roberto Gonzalez and Jeannie Rhee will participate in “Avoiding the Corporate Crisis,” a conference hosted by DirectorCorps and Nasdaq.
- Nov 14, 2019
- Publications
Last week, the Securities and Exchange Commission voted 3-2 to propose amendments to its proxy solicitation rules as applicable to proxy voting advice and its Rule 14a-8 shareholder proposal procedures.
- Nov 13, 2019
- Publications
Breach of the duty of oversight claims against Delaware directors are known as “possibly the most difficult theory in corporation law upon which a plaintiff might hope to win a judgment.”
M&A lawyer Laura Turano has joined the firm as a partner in the Corporate Department.
- Oct 03, 2019
- Publications
In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several decisions of significance to the M&A practice issued during the third quarter of 2019.
Corporate partner Scott Barshay will join four experienced shareholder activist defense experts at an invitation-only breakfast event hosted by independent international law firm Gide Loyrette Nouel and global strategic communications …
- Aug 28, 2019
- Publications
On August 21, 2019, the Securities and Exchange Commission (“SEC”) approved much anticipated guidance regarding the applicability of proxy rules to proxy voting advice and related guidance regarding proxy voting responsibilities of…
- Jul 25, 2019
- Publications
Recently in In re: Appraisal of Jarden Corporation, the Delaware Court of Chancery appraised the fair value of Jarden Corporation to be the unaffected market price of the company’s shares, which was approximately 18% less than the…
In a video interview with The Deal's Tom Terrarosa, corporate partner Steve Williams discusses the prevalence of settlements in activism campaigns, why it's so common to settle and some of the most common settlement terms.
- Jul 10, 2019
- Publications
Recently in Arkansas Teacher Retirement System v. Alon USA Energy, Inc., the Delaware Court of Chancery (in an opinion by Vice Chancellor McCormick) held, on a motion to dismiss, that Delek US Holdings, Inc.’s acquisition of Alon may…
- Jul 09, 2019
- Publications
In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several decisions of significance to the M&A practice issued during the second quarter of 2019.
Corporate partners Scott Barshay, Jeffrey Marell and Steven Williams will participate in The Deal’s upcoming conference, “Exploring Shareholder Activism.”
- Apr 12, 2019
- Publications
In Olenik v. Lodzinski, the Delaware Supreme Court held that plaintiffs had sufficiently pled facts that the dual protections of a special committee and majority-of-the-minority-vote under the MFW roadmap was not in place before the…
- Apr 08, 2019
- Publications
In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several decisions of significance to the M&A practice issued during the first quarter of 2019.
Corporate partner Steven Williams will speak at the March 21 Harvard Law School Program on Corporate Governance.
- Jan 09, 2019
- Publications
In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several decisions of significance to the M&A practice issued during the fourth quarter of 2018.
- Dec 21, 2018
- Publications
Corporate partner Scott Barshay was quoted in a Financial Times article discussing the deceleration of global dealmaking in recent months.
- Dec 14, 2018
- Publications
Recently in In re Xura, Inc. Stockholder Litigation, the Delaware Court of Chancery denied a motion to dismiss fiduciary duty claims against the CEO of Xura, Inc. for his actions in negotiating a sale of the company
- Nov 29, 2018
- Publications
The Delaware Court of Chancery recently held in In re Tangoe, Inc. Stockholders Litigation that directors who approved a sale of the company were not entitled to business judgment protection under Corwin v. KKR Financial Holdings LLC…
- Oct 16, 2018
- Publications
In Flood v. Synutra International, Inc., the Delaware Supreme Court affirmed the Court of Chancery’s holding that the controlling shareholder satisfied MFW’s “ab initio” requirement by conditioning the deal on the required procedural…
- Oct 05, 2018
- Publications
In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several decisions of significance to the M&A practice issued during the third quarter of 2018.
In this video, corporate partner Steve Williams discusses tactics for activist preparedness, engagement and defense with The Deal’s Scott Gamm.
- Sep 15, 2018
- Publications
Ten years after the collapse of Lehman Brothers, market participants and other global companies operate in a markedly changed regulatory enforcement and compliance landscape. This memorandum discusses the legal and business…
- Jul 30, 2018
- Publications
The recent Delaware Court of Chancery opinion in Olenik v. Lodzinski held that the parties to an acquisition had met the now well-known roadmap for controller transactions to receive business judgment review under Kahn v. M&F…
- Jul 12, 2018
- Publications
In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several decisions of significance to the M&A practice issued during the second quarter of 2018.
- Jun 29, 2018
- Publications
Recently the Delaware Court of Chancery dismissed claims that a private equity firm and affiliated funds misappropriated trade secrets acquired from their portfolio company via their director designees and then misused the information …
- Jun 21, 2018
- Publications
Recently in In re Hansen Medical, Inc. Stockholders Litigation, the Delaware Court of Chancery declined to grant defendants’ motion to dismiss, finding that plaintiff stockholders had sufficiently pled a “reasonably conceivable” claim …
Corporate partners Scott Barshay, Jeffrey Marell and Steven Williams spoke at The Deal’s 2018 Corporate Governance conference, an exclusive gathering of corporate decision makers and their advisors to discuss strategies and challenges …
- Jun 06, 2018
- Publications
Recently, the Delaware Court of Chancery held that stockholders of Dr Pepper Snapple Group, Inc. were not entitled to appraisal of their shares in connection with a reverse triangular merger involving a subsidiary of Dr Pepper and the …
- Apr 06, 2018
- Publications
In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several decisions of significance to the M&A practice from the first quarter of 2018.
- Apr 04, 2018
- Publications
The Delaware Court of Chancery recently ruled that Tesla stockholder Elon Musk is a controller of Tesla Motors, even though Musk held only 22.1% of Tesla’s stock.
- Feb 28, 2018
- Publications
Recently in In re Appraisal of AOL Inc., the Delaware Court of Chancery, in an opinion by Vice Chancellor Glasscock, relied solely on its own discounted cash flow (“DCF”) analysis to appraise the fair value of AOL Inc. below the deal…
- Feb 22, 2018
- Publications
Recently in Veriton Partners Master Fund Ltd v. Aruba Networks, Inc., the Delaware Court of Chancery, in an opinion by Vice Chancellor Laster, appraised the fair value of Aruba Networks, Inc. to be about 30.6% less than the agreed…
- Feb 13, 2018
- Publications
The New York Supreme Court recently declined to approve what the court described as a “peppercorn and a fee” disclosure-only settlement in a public company M&A litigation, noting that while until recently most courts would…
- Jan 08, 2018
- Publications
In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several decisions of significance to the M&A practice issued during the fourth quarter of 2017.
- Dec 12, 2017
- Publications
Recently the Delaware Court of Chancery used its equitable powers to specifically enforce a disputed oral settlement agreement in a proxy contest resulting in two dissident directors being seated on the company’s board. The court…
- Dec 04, 2017
- Publications
Recently in van der Fluit v. Yates, the Delaware Court of Chancery dismissed fiduciary duty claims against the board of a company stemming from its acquisition, even though the court concluded that business judgment review did not…
In this video, corporate partners Andrew Foley and Ted Maynard discuss the significant U.S. legal and regulatory developments during the third quarter of 2017 of interest to Canadian companies and their advisors.
- Oct 04, 2017
- Publications
In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several decisions of significance to the M&A practice issued during the third quarter of 2017
- Aug 25, 2017
- Publications
Recently, the Delaware Court of Chancery extended the Kahn v. M&F Worldwide roadmap for invoking business judgment review in controller buyouts to third-party transactions where the controller acts as a seller only, but is…
In this video, corporate partners Andrew Foley and Ted Maynard discuss the significant U.S. legal and regulatory developments during the second quarter of 2017 of interest to Canadian companies and their advisors.
- Aug 07, 2017
- Publications
In a recent decision, the Delaware Supreme Court reversed the Court of Chancery’s determination of the fair value of DFC Global Corporation, finding that the Court of Chancery erred in not giving greater weight to the deal price. The …
In this video, corporate partner Steve Williams speaks with The Deal’s Ron Orol about activist defense, including strategies for activist preparedness.
- Jul 10, 2017
- Publications
In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several decisions of significance to the M&A practice issued during the second quarter of 2017.
- Jun 08, 2017
- Publications
In a recent decision, the Delaware Court of Chancery held that a stockholder vote approving both stock issuances and the grant of a voting proxy to the company’s largest stockholder was “structurally coerced” and therefore…
- Jun 05, 2017
- Publications
Two decisions by the Delaware Court of Chancery in the past two weeks reached seemingly disparate outcomes on fair value for the companies involved, but together stand for the general trend of recent appraisal decisions that deal…
Corporate partners Scott Barshay and Jeffrey Marell will participate at The Deal’s upcoming conference, “Corporate Governance 2017: Navigating New Challenges to Value Creation.”
- May 16, 2017
- Publications
Recently, the Delaware Court of Chancery dismissed a fiduciary duty claim and a request for a quasi-appraisal remedy in connection with the acquisition of Cyan, Inc. by Ciena Corporation.
There was a flurry of U.S. legal and regulatory developments during the first quarter of 2017.
Corporate partner Robert Schumer participated in a panel discussion titled “A New Paradigm for Corporate Governance,” hosted by the NYU Law School’s Institute for Corporate Governance and Finance.
- Feb 24, 2017
- Publications
Counsel Peter Jaffe was quoted in a Global Investigations Review “Just Anti-Corruption” article addressing a new set of questions the U.S. Department of Justice may ask when evaluating the strength of a company’s compliance program.
- Feb 15, 2017
- Publications
On February 14, President Trump signed a joint resolution of
Congress passed under the Congressional Review Act eliminating an
SEC rule requiring resource extraction issuers to disclose payments
made to the U.S. or foreign…
- Jan 09, 2017
- Publications
The following is a roundup of significant U.S. legal and regulatory developments during 2016 of interest to Canadian companies and their advisors.
- Dec 02, 2016
- Publications
U.S. proxy advisory firms ISS and Glass Lewis recently issued
their respective voting policies for the 2017 proxy season. In this
client memorandum, we summarize key policy changes. The changes
show a consensus in approach…
In this video, corporate partner Andrew Foley, a member of the
Canadian Practice Group, discusses third-quarter U.S. legal
developments that could impact Canadian companies and their
advisors, including increased scrutiny of…
- Nov 03, 2016
- Publications
On November 1, 2016, the staff of the Securities and Exchange
Commission's Division of Corporation Finance issued an interpretive
letter concluding that, for purposes of Rule 144 of the Securities
Act, the holding period for…
- Nov 03, 2016
- Publications
The U.K. High Court today held that the U.K. Secretary of State
does not have the power to give notice pursuant to Article 50 of
the Treaty on the European Union for the nation to withdraw from
the European Union. According …
- Nov 01, 2016
- Publications
On October 24, 2016, U.S. authorities announced that Brazilian
aircraft manufacturer Embraer SA agreed to pay more than $205
million to resolve violations of the Foreign Corrupt Practices
Act's anti-bribery, books and records and …
- Oct 20, 2016
- Publications
The following is our summary of significant U.S. legal and
regulatory developments during the third quarter of 2016 of
interest to Canadian companies and their advisors.
Litigation counsel Farrah Berse will participate in a panel
discussion at the International Bar Association's Annual Corporate
Governance Conference.
- Oct 04, 2016
- Publications
In Nguyen v. Barrett, the Delaware Court of
Chancery dismissed post-closing claims that the board acted
disloyally or in bad faith by failing to make the challenged
disclosures.
Corporate partner Scott Barshay will speak at the Practising Law
Institute's "Hot Topics for In-House Counsel" seminar.
- Aug 02, 2016
- Publications
Corporate partner Scott Barshay was quoted in
a Financial Times article titled "US Lawsuits
Contesting Takeovers Plunge After Trulia Ruling."
- Aug 01, 2016
- Publications
The following is our summary of significant U.S. legal and
regulatory developments during the second quarter of 2016 of
interest to Canadian companies and their advisors.
- Jul 15, 2016
- Publications
Corporate partner Scott Barshay was quoted in
a Financial Times article, titled "UK M&A
Opportunities Open up After Brexit," which discusses whether
falling share prices and the devaluation of sterling is lifting…
- Jul 12, 2016
- Publications
London-based corporate partners Mark Bergman and David Lakhdhir
co-authored a client memorandum, titled "Brexit: Disclosure
Implications for SEC Reporting Companies," that was featured in the
July issues of Insights: The…
- Jul 12, 2016
- Publications
In the short period since the June 23 UK referendum on whether
to remain in, or leave, the European Union, the United Kingdom has
faced a remarkable range of political, monetary, economic and
even constitutional…
- Jul 05, 2016
- Publications
In In re Volcano Corporation Stockholder Litigation,
the Delaware Court of Chancery held that the acceptance of a
first-step tender offer by fully informed, disinterested, uncoerced
stockholders representing a majority of a…
- Jun 29, 2016
- Publications
In The Williams Companies, Inc. v. Energy Transfer
Equity, L.P., et al., the Delaware Court of Chancery held that
an acquirer in a merger did not fail to use "commercially
reasonable efforts" to obtain a tax opinion from its tax…
In this video, corporate partner Andrew Foley, a member of
the Canadian Practice Group, examines first-quarter U.S. legal
developments that could impact Canadian companies and their
advisors, including the Delaware Court of…
- Jun 03, 2016
- Publications
The staff of the SEC's Division of Corporation Finance (the
"Staff") has issued new and revised Compliance and Disclosure
Interpretations ("C&DIs") addressing the use of non-GAAP
financial measures.
- May 25, 2016
- Publications
In In re Chelsea Therapeutics International Ltd. Stockholder
Litigation, the Court of Chancery dismissed claims that the
board of a target company acted in bad faith and breached its duty
of loyalty by instructing its financial…
- May 24, 2016
- Publications
Firm chair Brad Karp and litigation partners Roberto Gonzalez,
Elizabeth Sacksteder, Jay Cohen and Jane O'Brien co-authored a
client memorandum that was featured on the Harvard Law
School Forum on Corporate Governance and…
- May 12, 2016
- Publications
In Singh v. Attenborough, the Delaware Supreme
Court upheld the dismissal of breach of fiduciary duty claims
against directors of a target corporation and aiding and abetting
claims against the target's financial advisor in…
Paul, Weiss, Rifkind, Wharton & Garrison LLP announced today that Peter Jaffe has joined the firm as counsel in its Washington, D.C. office, expanding the firm's deep bench of skilled United States Foreign Corrupt Practices Act…
- Apr 27, 2016
- Publications
The following is our summary of significant U.S. legal and regulatory developments during the first quarter of 2016 of interest to Canadian companies and their advisors.
In this video, corporate partner Ross Fieldston speaks with
The Deal's David Marcus at the 28th annual Tulane
Corporate Law Institute, one of the premier corporate and
securities law conferences in the U.S.
In this video, corporate partner Andrew Foley, a member of the
Canadian Practice Group, discusses recent U.S. legal and regulatory
developments that could have significant effects on Canadian
companies and their advisors.
- Feb 25, 2016
- Publications
In FdG Logistics LLC v. A&R Logistics Holding,
Inc., the Delaware Court of Chancery held that a seller's
disclaimer in a merger agreement of extra-contractual
representations and warranties was insufficient to bar a buyer's…
- Jan 26, 2016
- Publications
In In re Trulia, Inc. Stockholders
Litigation, the Delaware Court of Chancery has again
rejected a settlement in the M&A context that released a broad
range of claims in exchange only for supplemental disclosure in…
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