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Advance Notice Bylaws: Caution Required

The recent Delaware Chancery Court decision of Paul A. Rosenbaum, et al. v. CytoDyn Inc., et al. reinforces a board’s ability to enforce reasonably-drafted advance notice bylaws.

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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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