Our attorneys have wide-ranging experience over many years in the corporate governance arena. As a result of this expertise, our lawyers have been helping clients cope with the array of legislative and regulatory responses coming out of the U.S. Congress, the U.S. Securities and Exchange Commission and major U.S. stock exchanges.

David Klein Discusses International Activism With The Deal

In this interview with The Deal’s Ron Fink, corporate partner David Klein looks at the forces driving the current surge in global shareholder activism.

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Steve Williams Discusses Best Practices in Activist Defense With The Deal

In this video, corporate partner Steve Williams discusses tactics for activist preparedness, engagement and defense with The Deal’s Scott Gamm.

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Perry Ellis Taken Private

Paul, Weiss represented Perry Ellis’ special committee of independent directors in the acquisition of Perry Ellis International, a NASDAQ-listed apparel company, by a private company owned by founder George Feldenkreis and his family in a transaction valued at $437 million. 

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Destination XL Announces Agreement With Cannell Capital

Paul, Weiss is representing Destination XL Group, Inc. in connection with its agreement with Cannell Capital LLC to appoint Lionel Conacher to Destination XL’s board of directors and to increase the board’s size to ten. 

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UCP Announces Expansion of Board and Strengthened Corporate Governance

Paul, Weiss is representing UCP, Inc. (NYSE: UCP) in its agreement with Pico Holdings, Inc. (NASDAQ: PICO), its majority stockholder, to nominate Keith M. Locker to the UCP board of directors.

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Delaware Court of Chancery Uses DCF Analysis to Appraise Merger Target below Deal Price

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 price paid in its acquisition by Verizon Communications Inc. While reiterating that deal price is the best evidence of fair value, and must be taken into account, when appraising “Dell‑compliant” transactions (i.e., those where “(i) information was sufficiently disseminated to potential bidders, so that (ii) an informed sale could take place, (iii) without undue impediments imposed by the deal structure itself”), the court held this was not such a transaction.

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Delaware Court of Chancery Appraises Company below Merger Price Based on Unaffected Market Price

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 deal price in its acquisition by Hewlett-Packard Company.

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Scott Barshay and Jeffrey Marell to Participate at The Deal’s Corporate Governance Conference

Corporate partners Scott Barshay and Jeffrey Marell will participate at The Deal’s upcoming conference, “Corporate Governance 2017: Navigating New Challenges to Value Creation.”

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