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

News from the Courts 

  • Delaware Chancery Court Finds That Dispute Over Accounting Methodology Is Subject to Arbitration Procedures 
  • Delaware Supreme Court Finds Purchaser Did Not Breach Earn-Out Provision 
  • Delaware Court Closely Scrutinizes Director Compensation 
  • Delaware Chancery Court Finds Restriction on Poison Pills Does Not Apply to Spun-Off Entity 
  • Board’s Refusal to Seat a Director Represented by Opposing Litigation Counsel is Consistent with its Fiduciary Duty 
  • Plaintiffs Strike Out in Two Recent Delaware Appraisal Actions 
  • Delaware Chancery Court Approves Settlement Agreement for $275 Million in Derivative Suit 
  • Delaware Chancery Court Describes Standards for Attorneys' Fees 

Delaware Legislative Update

Notable Deals 

  • Acquiring a Competitor: The Impact of “Foreign” on HSR Act Analysis 

London Update 

  • Avoiding Pitfalls When Serving Notice: IPSOS S.A. v. Dentsu Aegis Network Limited

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