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.
Bob Schumer Examines a New Paradigm for Corporate Governance at NYU Law
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. Robert and his fellow speakers, Martin Lipton, Wachtell Lipton Rosen and Katz; Hon. Leo Strine, Jr., Chief Justice, Delaware Supreme Court; Matt Mallow, BlackRock; and Jean-Pierre Rosso, World Economic Forum USA; discussed what a corporate governance paradigm does, the roles it plays in both board and political governance, whether or not we need a new paradigm, and how it differs from the current practice, among other topics. The event took place on March 9 in New York City.
Events & Publications
SEC Adopts Final Rules on Proxy Voting Advice and Related Guidance on Investment Adviser Voting Responsibilities
- Jul 22, 2020
- Publications
SEC Adopts Final Rules on Proxy Voting Advice and Related Guidance on Investment Adviser Voting Responsibilities
Today, the SEC adopted final rule changes on proxy voting advice. Among others, the SEC now requires that proxy advisory firms wishing to rely on certain proxy solicitation rule exemptions must establish reasonable policies and…
COVID-19 Update for Public Companies: Status of Temporary Relief
- Jul 08, 2020
- Publications
COVID-19 Update for Public Companies: Status of Temporary Relief
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…
Delaware M&A Quarterly
- Jul 07, 2020
- Publications
Delaware M&A Quarterly
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.
SEC Staff Issues Additional COVID-19 Disclosure Guidance
- Jun 24, 2020
- Publications
SEC Staff Issues Additional COVID-19 Disclosure Guidance
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…
COVID-19 Update for Public Companies: NYSE Provides Temporary Relief for the 20% Shareholder Approval Requirement
- May 19, 2020
- Publications
COVID-19 Update for Public Companies: NYSE Provides Temporary Relief for the 20% Shareholder Approval Requirement
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…
COVID-19 Update for Public Companies: Nasdaq Provides Temporary Relief as to the 20% Shareholder Approval Requirement
- May 08, 2020
- Publications
COVID-19 Update for Public Companies: Nasdaq Provides Temporary Relief as to the 20% Shareholder Approval Requirement
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…
Delaware Court of Chancery Clarifies When Minority, Rollover Stockholders Become Controllers in a Take-Private Transaction
- May 04, 2020
- Publications
Delaware Court of Chancery Clarifies When Minority, Rollover Stockholders Become Controllers in a Take-Private Transaction
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.
COVID-19 Update for Public Companies: Nasdaq and NYSE Tolling Periods
- Apr 30, 2020
- Publications
COVID-19 Update for Public Companies: Nasdaq and NYSE Tolling Periods
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…
COVID-19 Update: SEC and Nasdaq Response and Updated SEC C&DIs
- Apr 20, 2020
- Publications
COVID-19 Update: SEC and Nasdaq Response and Updated SEC C&DIs
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…
COVID-19 Update: NYSE Shareholder Approval for Related Party and 20% Issuances Temporarily Waived and Minimum Market Capitalization Standard Temporarily Suspended
- Apr 20, 2020
- Publications
COVID-19 Update: NYSE Shareholder Approval for Related Party and 20% Issuances Temporarily Waived and Minimum Market Capitalization Standard Temporarily Suspended
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%.
Delaware Governor Issues Emergency Order Permitting Notice of Virtual-Only Shareholder Meetings by Exchange Act Filing and Press Release
- Apr 07, 2020
- Publications
Delaware Governor Issues Emergency Order Permitting Notice of Virtual-Only Shareholder Meetings by Exchange Act Filing and Press Release
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.
Delaware M&A Quarterly
- Apr 06, 2020
- Publications
Delaware M&A Quarterly
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.
SEC Extends Conditional Reporting Relief; CorpFin Staff Issues COVID-19 Disclosure Guidance
- Mar 26, 2020
- Publications
SEC Extends Conditional Reporting Relief; CorpFin Staff Issues COVID-19 Disclosure Guidance
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…
COVID-19: Withdrawing or Revising Earnings Guidance
- Mar 23, 2020
- Publications
COVID-19: Withdrawing or Revising Earnings Guidance
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…
The Coronavirus: Certain Considerations for Public Companies
- Mar 17, 2020
- Publications
The Coronavirus: Certain Considerations for Public Companies
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…
UPDATE: The Coronavirus’ Impacts on Your Annual Meeting
- Mar 17, 2020
- Publications
UPDATE: The Coronavirus’ Impacts on Your Annual Meeting
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…
Ban on Travel from Europe: Additional Details Are Released; the UK and Ireland Are Added to the List
- Mar 14, 2020
- Publications
Ban on Travel from Europe: Additional Details Are Released; the UK and Ireland Are Added to the List
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.
COVID-19: Debt Buyback Considerations
- Mar 13, 2020
- Publications
COVID-19: Debt Buyback Considerations
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 …
The United States Imposes a Ban on Travel from Schengen Area Countries
- Mar 12, 2020
- Publications
The United States Imposes a Ban on Travel from Schengen Area Countries
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…
The Coronavirus’ Impacts on Your Annual Meeting
- Mar 11, 2020
- Publications
The Coronavirus’ Impacts on Your Annual Meeting
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…
Business Insights for Navigating the Coronavirus (COVID-19)
- Mar 10, 2020
- Videos
Business Insights for Navigating the Coronavirus (COVID-19)
Litigation partner and former Secretary of Homeland Security Jeh Johnson offers insights for business leaders on responding to the current coronavirus (COVID-19).
Is the Coronavirus a Material Adverse Effect?
- Mar 06, 2020
- Publications
Is the Coronavirus a Material Adverse Effect?
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…
SEC Issues a Statement on Coronavirus Reporting Considerations and Potential Relief
- Feb 20, 2020
- Publications
SEC Issues a Statement on Coronavirus Reporting Considerations and Potential Relief
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…
SEC Reporting Companies: Considering the Impact of the Coronavirus on Public Disclosure and Other Obligations
- Mar 04, 2020
- Publications
SEC Reporting Companies: Considering the Impact of the Coronavirus on Public Disclosure and Other Obligations
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…
Delaware Court of Chancery Provides Guidance around Special Committee Approvals in Non-Controller Conflicted Transactions
- Mar 04, 2020
- Publications
Delaware Court of Chancery Provides Guidance around Special Committee Approvals in Non-Controller Conflicted Transactions
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…
David Huntington Participates in Society for Corporate Governance Program
- Jan 21, 2020
- Events
David Huntington Participates in Society for Corporate Governance Program
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…
Global Regulators Press Market Participants to Prepare Now for LIBOR Transition
- Jan 22, 2020
- Publications
Global Regulators Press Market Participants to Prepare Now for LIBOR Transition
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,…
Delaware Supreme Court Requires Stockholders to Comply or Object to Supplemental Information Requests by Deadline
- Jan 21, 2020
- Publications
Delaware Supreme Court Requires Stockholders to Comply or Object to Supplemental Information Requests by Deadline
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…
Delaware M&A Quarterly
- Jan 07, 2020
- Publications
Delaware M&A Quarterly
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.
Ariel Deckelbaum, Roberto Gonzalez and Jeannie Rhee to Participate in DirectorCorps Conference
- Dec 03, 2019
- Events
Ariel Deckelbaum, Roberto Gonzalez and Jeannie Rhee to Participate in DirectorCorps Conference
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.
SEC Proposes Amendments to Improve Accuracy and Transparency of Proxy Voting Advice and Modernize Shareholder Proposal Rules
- Nov 14, 2019
- Publications
SEC Proposes Amendments to Improve Accuracy and Transparency of Proxy Voting Advice and Modernize Shareholder Proposal Rules
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.
Recent Delaware Decisions Signal Renewed Focus on Board-Level Compliance Oversight
- Nov 13, 2019
- Publications
Recent Delaware Decisions Signal Renewed Focus on Board-Level Compliance Oversight
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.”
Paul, Weiss Expands M&A Practice With Hire of Laura Turano
- Oct 21, 2019
- Firm News
Paul, Weiss Expands M&A Practice With Hire of Laura Turano
M&A lawyer Laura Turano has joined the firm as a partner in the Corporate Department.
Delaware M&A Quarterly
- Oct 03, 2019
- Publications
Delaware M&A Quarterly
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.
Scott Barshay to Participate in Panel Discussion on Shareholder Activism
- Sep 26, 2019
- Events
Scott Barshay to Participate in Panel Discussion on Shareholder Activism
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 …
SEC Issues Guidance on Proxy Voting Responsibilities of Investment Advisers and the Applicability of Proxy Rules to Proxy Voting Advice
- Aug 28, 2019
- Publications
SEC Issues Guidance on Proxy Voting Responsibilities of Investment Advisers and the Applicability of Proxy Rules to Proxy Voting Advice
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…
Delaware Court of Chancery Bases Appraisal Value on Unaffected Market Price
- Jul 25, 2019
- Publications
Delaware Court of Chancery Bases Appraisal Value on Unaffected Market Price
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…
Steve Williams Discusses Activist Defense With The Deal
- Jul 23, 2019
- Videos
Steve Williams Discusses Activist Defense With The Deal
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.
Delaware Court of Chancery Holds Controlling Stockholder Merger May Have Violated Section 203; Stockholders May Enforce Related Standstill
- Jul 10, 2019
- Publications
Delaware Court of Chancery Holds Controlling Stockholder Merger May Have Violated Section 203; Stockholders May Enforce Related Standstill
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…
Delaware M&A Quarterly
- Jul 09, 2019
- Publications
Delaware M&A Quarterly
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.
Scott Barshay, Jeffrey Marell and Steven Williams to Participate in The Deal’s Corporate Governance Conference
- Jun 06, 2019
- Events
Scott Barshay, Jeffrey Marell and Steven Williams to Participate in The Deal’s Corporate Governance Conference
Corporate partners Scott Barshay, Jeffrey Marell and Steven Williams will participate in The Deal’s upcoming conference, “Exploring Shareholder Activism.”
Delaware Supreme Court Clarifies MFW’s “Ab Initio” Requirement and Partially Reverses Chancery Court Dismissal
- Apr 12, 2019
- Publications
Delaware Supreme Court Clarifies MFW’s “Ab Initio” Requirement and Partially Reverses Chancery Court Dismissal
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…
Delaware M&A Quarterly
- Apr 08, 2019
- Publications
Delaware M&A Quarterly
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.
Steven Williams to Participate in Harvard Corporate Governance Roundtable
- Mar 21, 2019
- Events
Steven Williams to Participate in Harvard Corporate Governance Roundtable
Corporate partner Steven Williams will speak at the March 21 Harvard Law School Program on Corporate Governance.
Delaware M&A Quarterly
- Jan 09, 2019
- Publications
Delaware M&A Quarterly
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.
Scott Barshay Quoted in Financial Times Article on Global Dealmaking
- Dec 21, 2018
- Publications
Scott Barshay Quoted in Financial Times Article on Global Dealmaking
Corporate partner Scott Barshay was quoted in a Financial Times article discussing the deceleration of global dealmaking in recent months.
Delaware Court of Chancery Declines to Dismiss Claims against Conflicted CEO
- Dec 14, 2018
- Publications
Delaware Court of Chancery Declines to Dismiss Claims against Conflicted CEO
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
Directors Denied Corwin Protection Due to “Information Vacuum”
- Nov 29, 2018
- Publications
Directors Denied Corwin Protection Due to “Information Vacuum”
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…
Delaware Supreme Court Clarifies That “ab initio” for MFW Purposes Means before the Start of Substantive Economic Negotiations
- Oct 16, 2018
- Publications
Delaware Supreme Court Clarifies That “ab initio” for MFW Purposes Means before the Start of Substantive Economic Negotiations
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…
Delaware M&A Quarterly
- Oct 05, 2018
- Publications
Delaware M&A Quarterly
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.
Steve Williams Discusses Best Practices in Activist Defense With The Deal
- Sep 20, 2018
- Videos
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.
The Financial Crisis 10 Years Later: Lessons Learned
- Sep 15, 2018
- Publications
The Financial Crisis 10 Years Later: Lessons Learned
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…
Delaware Court Clarifies When MFW’s Protections Must be in Place Under “Ab Initio” Requirement
- Jul 30, 2018
- Publications
Delaware Court Clarifies When MFW’s Protections Must be in Place Under “Ab Initio” Requirement
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…
Delaware M&A Quarterly
- Jul 12, 2018
- Publications
Delaware M&A Quarterly
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.
Delaware Court Dismisses Misappropriation Claim Against Private Equity Firm for Investing in Competing Company
- Jun 29, 2018
- Publications
Delaware Court Dismisses Misappropriation Claim Against Private Equity Firm for Investing in Competing Company
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 …
Delaware Court of Chancery Finds It “Reasonably Conceivable” That Two Minority Stockholders Form Control Group
- Jun 21, 2018
- Publications
Delaware Court of Chancery Finds It “Reasonably Conceivable” That Two Minority Stockholders Form Control Group
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 …
Scott Barshay, Jeffrey Marell and Steven Williams Participate in The Deal’s Corporate Governance Conference
- Jun 07, 2018
- Events
Scott Barshay, Jeffrey Marell and Steven Williams Participate in The Deal’s Corporate Governance Conference
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 …
Stockholders of Parent-Target Not Entitled to Appraisal Rights in Merger Involving Transfer of Control
- Jun 06, 2018
- Publications
Stockholders of Parent-Target Not Entitled to Appraisal Rights in Merger Involving Transfer of Control
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 …
Delaware M&A Quarterly
- Apr 06, 2018
- Publications
Delaware M&A Quarterly
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.
Delaware Court of Chancery Finds 22% Stockholder to be Controller Due to Unique Facts
- Apr 04, 2018
- Publications
Delaware Court of Chancery Finds 22% Stockholder to be Controller Due to Unique Facts
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.
Delaware Court of Chancery Uses DCF Analysis to Appraise Merger Target below Deal Price
- Feb 28, 2018
- Publications
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…
Delaware Court of Chancery Appraises Company below Merger Price Based on Unaffected Market Price
- Feb 22, 2018
- Publications
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…
New York Court Declines to Approve Disclosure-Only Settlement, Even Under More Lenient Gordon Standard
- Feb 13, 2018
- Publications
New York Court Declines to Approve Disclosure-Only Settlement, Even Under More Lenient Gordon Standard
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…
Delaware M&A Quarterly
- Jan 08, 2018
- Publications
Delaware M&A Quarterly
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.
Delaware Court of Chancery Specifically Enforces Oral Settlement Agreement with Activist Investor
- Dec 12, 2017
- Publications
Delaware Court of Chancery Specifically Enforces Oral Settlement Agreement with Activist Investor
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…
Delaware Court of Chancery Dismisses Fiduciary Duty Claims Despite Inapplicability of Corwin
- Dec 04, 2017
- Publications
Delaware Court of Chancery Dismisses Fiduciary Duty Claims Despite Inapplicability of Corwin
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…
Q3 2017 U.S. Legal & Regulatory Developments Affecting Canadian Companies
- Oct 12, 2017
- Videos
Q3 2017 U.S. Legal & Regulatory Developments Affecting Canadian Companies
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.
Delaware M&A Quarterly
- Oct 04, 2017
- Publications
Delaware M&A Quarterly
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
Delaware Court of Chancery Extends M&F Worldwide Doctrine to Third Party Transactions with a Selling Controller
- Aug 25, 2017
- Publications
Delaware Court of Chancery Extends M&F Worldwide Doctrine to Third Party Transactions with a Selling Controller
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…
Q2 2017 U.S. Legal & Regulatory Developments Affecting Canadian Companies
- Aug 22, 2017
- Videos
Q2 2017 U.S. Legal & Regulatory Developments Affecting Canadian Companies
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.
Delaware Supreme Court Reverses Court of Chancery Appraisal Decision and Directs Greater Reliance on Deal Price
- Aug 07, 2017
- Publications
Delaware Supreme Court Reverses Court of Chancery Appraisal Decision and Directs Greater Reliance on Deal Price
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 …
Steve Williams Discusses Activism Defense With The Deal
- Jul 27, 2017
- Videos
Steve Williams Discusses Activism Defense With The Deal
In this video, corporate partner Steve Williams speaks with The Deal’s Ron Orol about activist defense, including strategies for activist preparedness.
Delaware M&A Quarterly
- Jul 10, 2017
- Publications
Delaware M&A Quarterly
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.
Delaware Court of Chancery Finds Vote Coercive and Insufficient to Cleanse Board Action
- Jun 08, 2017
- Publications
Delaware Court of Chancery Finds Vote Coercive and Insufficient to Cleanse Board Action
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…
Recent Delaware Court of Chancery Appraisal Decisions Continue to Highlight Reliance on Deal Price to Determine Fair Value Absent a Problematic Sale Process
- Jun 05, 2017
- Publications
Recent Delaware Court of Chancery Appraisal Decisions Continue to Highlight Reliance on Deal Price to Determine Fair Value Absent a Problematic Sale Process
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…
Scott Barshay and Jeffrey Marell to Participate at The Deal’s Corporate Governance Conference
- Jun 05, 2017
- Events
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.”
Client Alert: Delaware Court of Chancery Dismisses Breach of Fiduciary Duty
- May 16, 2017
- Publications
Client Alert: Delaware Court of Chancery Dismisses Breach of Fiduciary Duty
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.
Q1 2017 U.S. Legal Developments Affecting Canadian Companies
- May 04, 2017
- Videos
Q1 2017 U.S. Legal Developments Affecting Canadian Companies
There was a flurry of U.S. legal and regulatory developments during the first quarter of 2017.
Robert Schumer Examines a New Paradigm for Corporate Governance at NYU Law
- Mar 09, 2017
- Events
Robert Schumer Examines a New Paradigm for Corporate Governance at NYU Law
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.
Peter Jaffe Quoted in GIR Article on DOJ’s New Guidance on Corporate Compliance
- Feb 24, 2017
- Publications
Peter Jaffe Quoted in GIR Article on DOJ’s New Guidance on Corporate Compliance
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.
President and Congress Eliminate SEC Resource Extraction Rule
- Feb 15, 2017
- Publications
President and Congress Eliminate SEC Resource Extraction Rule
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…
2016 U.S. Legal and Regulatory Developments
- Jan 09, 2017
- Publications
2016 U.S. Legal and Regulatory Developments
The following is a roundup of significant U.S. legal and regulatory developments during 2016 of interest to Canadian companies and their advisors.
Client Alert: ISS and Glass Lewis Publish 2017 U.S. Voting Policies
- Dec 02, 2016
- Publications
Client Alert: ISS and Glass Lewis Publish 2017 U.S. Voting Policies
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…
Q3 U.S. Legal Developments Affecting Canadian Companies
- Nov 10, 2016
- Videos
Q3 U.S. Legal Developments Affecting Canadian Companies
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…
Client Alert: SEC Staff Issues Interpretive Guidance on Rule 144 Holding Period for Common Stock in UP-C Structures
- Nov 03, 2016
- Publications
Client Alert: SEC Staff Issues Interpretive Guidance on Rule 144 Holding Period for Common Stock in UP-C Structures
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…
Client Alert: High Court Rules U.K. Government Cannot Trigger Brexit Without Parliamentary Authorization
- Nov 03, 2016
- Publications
Client Alert: High Court Rules U.K. Government Cannot Trigger Brexit Without Parliamentary Authorization
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 …
Client Alert: Embraer SA Pays $205 Million to the SEC and DOJ to Settle FCPA Violations
- Nov 01, 2016
- Publications
Client Alert: Embraer SA Pays $205 Million to the SEC and DOJ to Settle FCPA Violations
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 …
Client Alert: Q3 2016 U.S. Legal and Regulatory Developments
- Oct 20, 2016
- Publications
Client Alert: Q3 2016 U.S. Legal and Regulatory Developments
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.
Farrah Berse to Discuss Petrobras at IBA Corporate Governance Event
- Nov 03, 2016
- Events
Farrah Berse to Discuss Petrobras at IBA Corporate Governance Event
Litigation counsel Farrah Berse will participate in a panel discussion at the International Bar Association's Annual Corporate Governance Conference.
Client Alert: Delaware Court of Chancery Dismisses Post-Closing Disclosure Claims for Failure to Show Disloyalty or Bad Faith
- Oct 04, 2016
- Publications
Client Alert: Delaware Court of Chancery Dismisses Post-Closing Disclosure Claims for Failure to Show Disloyalty or Bad Faith
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.
Scott Barshay to Participate in PLI’s Hot Topics for In-House Counsel Event
- Oct 05, 2016
- Events
Scott Barshay to Participate in PLI’s Hot Topics for In-House Counsel Event
Corporate partner Scott Barshay will speak at the Practising Law Institute's "Hot Topics for In-House Counsel" seminar.
Scott Barshay Quoted in Financial Times on Decline in U.S. Lawsuits Contesting Takeovers
- Aug 02, 2016
- Publications
Scott Barshay Quoted in Financial Times on Decline in U.S. Lawsuits Contesting Takeovers
Corporate partner Scott Barshay was quoted in a Financial Times article titled "US Lawsuits Contesting Takeovers Plunge After Trulia Ruling."
Client Alert: Q2 2016 U.S. Legal and Regulatory Developments
- Aug 01, 2016
- Publications
Client Alert: Q2 2016 U.S. Legal and Regulatory Developments
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.
Scott Barshay Quoted in FT Article About UK M&A Opportunities After Brexit
- Jul 15, 2016
- Publications
Scott Barshay Quoted in FT Article About UK M&A Opportunities After Brexit
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…
Mark Bergman and David Lakhdhir Co-Author Article on Effects of Brexit on Public Disclosure Obligations
- Jul 12, 2016
- Publications
Mark Bergman and David Lakhdhir Co-Author Article on Effects of Brexit on Public Disclosure Obligations
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…
Brexit: Disclosure Implications for SEC Reporting Companies
- Jul 12, 2016
- Publications
Brexit: Disclosure Implications for SEC Reporting Companies
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…
Corporate Partners Co-Author Article on the Delaware Court of Chancery’s Ruling in In re Volcano Corporation Stockholder Litigation
- Jul 06, 2016
- Publications
Corporate Partners Co-Author Article on the Delaware Court of Chancery’s Ruling in In re Volcano Corporation Stockholder Litigation
Corporate partners Scott Barshay, Ariel Deckelbaum, Ross Fieldston, Stephen Lamb and Jeffrey Marell authored a client memorandum, titled "Expansion of the BJR to Stockholder Approval of 'Medium Form' Mergers."
Delaware Court of Chancery Holds That Tendering Stockholders in a “Medium Form” Merger Have the Same Cleansing Effect as
- Jul 05, 2016
- Publications
Delaware Court of Chancery Holds That Tendering Stockholders in a “Medium Form” Merger Have the Same Cleansing Effect as
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…
Client Alert: Delaware Court of Chancery Holds That Outside Counsel’s Refusal to Render Tax Opinion Required for Closing of Merger Was in Good Faith and Permits Termination of Merger Agreement
- Jun 29, 2016
- Publications
Client Alert: Delaware Court of Chancery Holds That Outside Counsel’s Refusal to Render Tax Opinion Required for Closing of Merger Was in Good Faith and Permits Termination of Merger Agreement
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…
Q1 U.S. Legal Developments Affecting Canadian Companies
- Jun 08, 2016
- Videos
Q1 U.S. Legal Developments Affecting Canadian Companies
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…
Client Alert: SEC Updates Guidance on Use of Non-GAAP Financial Measures
- Jun 03, 2016
- Publications
Client Alert: SEC Updates Guidance on Use of Non-GAAP Financial Measures
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.
Client Alert: Delaware Court of Chancery Holds That Board’s Decision to Disregard Speculative Projections Did Not Support Claim of Bad Faith
- May 25, 2016
- Publications
Client Alert: Delaware Court of Chancery Holds That Board’s Decision to Disregard Speculative Projections Did Not Support Claim of Bad Faith
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…
Litigation Partners Contribute Article on CFPB Arbitration Proposal to Harvard Law School Forum on Corporate Governance and Financial Regulation
- May 24, 2016
- Publications
Litigation Partners Contribute Article on CFPB Arbitration Proposal to Harvard Law School Forum on Corporate Governance and Financial Regulation
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…
Client Alert: Delaware Supreme Court Upholds Dismissal of Aiding and Abetting Claim against Financial Advisor Where Merger is Approved by Fully Informed, Disinterested Stockholder Vote
- May 12, 2016
- Publications
Client Alert: Delaware Supreme Court Upholds Dismissal of Aiding and Abetting Claim against Financial Advisor Where Merger is Approved by Fully Informed, Disinterested Stockholder Vote
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 Adds Experienced Compliance Counsel to FCPA Practice
- May 10, 2016
- Firm News
Paul, Weiss Adds Experienced Compliance Counsel to FCPA Practice
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…
Client Alert: Q1 2016 U.S. Legal and Regulatory Developments
- Apr 27, 2016
- Publications
Client Alert: Q1 2016 U.S. Legal and Regulatory Developments
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.
Ross Fieldston Discusses Shareholder Activism With The Deal
- Apr 21, 2016
- Videos
Ross Fieldston Discusses Shareholder Activism With The Deal
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.
Significant U.S. Legal and Regulatory Developments for Canadian Companies
- Apr 14, 2016
- Videos
Significant U.S. Legal and Regulatory Developments for Canadian Companies
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.
Client Alert: Delaware Court of Chancery Holds That a Buyer’s Fraud Claim
- Feb 25, 2016
- Publications
Client Alert: Delaware Court of Chancery Holds That a Buyer’s Fraud Claim
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…
Client Alert: Delaware Court of Chancery Rejects Another Disclosure-Only Settlement
- Jan 26, 2016
- Publications
Client Alert: Delaware Court of Chancery Rejects Another Disclosure-Only Settlement
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…
Awards & Recognition
Secretary Johnson Receives MLK Legacy Award From Felician University
- Jan 28, 2020
- Awards
Secretary Johnson Receives MLK Legacy Award From Felician University
Litigation partner Jeh Johnson was the recipient of Felician University’s 2020 Martin Luther King Jr. Legacy Award.
Paul, Weiss Partners Receive Law360 Distinguished Writing Award
- Feb 26, 2019
- Awards
Paul, Weiss Partners Receive Law360 Distinguished Writing Award
Firm chairman Brad Karp, corporate partner Mark Bergman and litigation partners Susanna Buergel, Roberto Gonzalez, Jane O’Brien and Elizabeth Sacksteder have been selected to receive the Law360 Distinguished Writing Award at the 2019…
Robert Schumer Named M&A Trailblazer by The National Law Journal
- Nov 06, 2018
- Awards
Robert Schumer Named M&A Trailblazer by The National Law Journal
Corporate partner Robert Schumer was recognized as an M&A Trailblazer by The National Law Journal.
Ted Wells and Secretary Johnson Among Savoy Magazine’s Most Influential Black Lawyers
- Jul 16, 2018
- Awards
Ted Wells and Secretary Johnson Among Savoy Magazine’s Most Influential Black Lawyers
Litigation partners Ted Wells and Jeh Johnson were named to Savoy Magazine’s “Most Influential Black Lawyers” list.
Robert Schumer Named "Distinguished Leader" by the New York Law Journal
- Jun 14, 2018
- Awards
Robert Schumer Named "Distinguished Leader" by the New York Law Journal
Corporate partner Robert Schumer was recognized as a 2018 "Distinguished Leader" by the New York Law Journal.
Valerie Radwaner Receives Euromoney Women in Business Law Award
- Jun 08, 2017
- Awards
Valerie Radwaner Receives Euromoney Women in Business Law Award
Deputy Chair and partner Valerie Radwaner was recognized by Euromoney Legal Media Group in the “Best in Corporate Governance” category of its Americas Women in Business Law Awards.