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Probability, Magnitude and Stock Buybacks: A Cautionary Tale

In a recently settled SEC administrative proceeding, Andeavor LLC, an energy company acquired by Marathon Petroleum in 2018, agreed to pay a $20 million civil penalty for failing to maintain adequate internal accounting controls in connection with its stock buyback plan.

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The Ropes Recap: Mergers & Acquisitions Law News


Time to Read: 1 minutes Practices: Mergers & Acquisitions

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Linked is the Third Quarter 2015 edition of the Ropes & Gray M&A Newsletter. Topics addressed in this edition include:

News from the Courts

  • Delaware Court Awards $148 Million in Damages, as Fiduciaries’ Bad Faith Conduct Prevented Stockholders from Obtaining a “Fairer Price” in Take-Private Transaction
  • Delaware Court Denies Claims for Advancement in Two Recent Cases on the Basis of “By Reason of the Fact” Standard
  • Delaware Court Continues to Scrutinize Disclosure-Only Settlement Cases
  • Technicalities Disqualify Dell Stockholders’ Appraisal Rights under “Continuous Holder” Requirements
  • Delaware Supreme Court Confirms Effect of Majority Vote of Disinterested, Informed Stockholders

Accounting Standards Update

  • The End of Extraordinary Items
  • FASB Proposes “Materiality” Guidance

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