Alert

Recommended Alerts

Sign Up For Alerts

Ninth Circuit Splits from Five Other Circuits; Requires Only a Showing of Negligence for Claims Under Section 14(e) of the Exchange Act

On April 20, 2018, in Varjabedian v. Emulex Corp., the Ninth Circuit held that Section 14(e) of the Securities Exchange Act of 1934 requires a showing of only negligence, rather than scienter, in connection with a disclosure claim. In reversing the district court’s decision dismissing the complaint, the Ninth Circuit split from five other circuits, including the Second, Third, Fifth, Sixth, and Eleventh Circuits.

Read More

The Ropes Recap: Mergers & Acquisitions Law News

Practices: Mergers & Acquisitions

Printer-Friendly Version

Linked is the Second Quarter 2016 edition of the Ropes & Gray M&A Newsletter. Topics addressed in this edition include: 

News from the Courts 
  • Delaware Court of Chancery Rejects Transaction Price as the Best Measure of Fair Value in Dell Appraisal Litigation 
  • Delaware Court Rejects Claim of Bad Faith Where Board Instructed Financial Advisor to Ignore Management’s Optimistic Financial Projections 
  • Chancery Court Equates Tender of Shares to a Stockholder Vote in Determining the Standard of Judicial Scrutiny for Board of Directors Who Approved Volcano Corp. Merger 
  • New York Court of Appeals Adopts Delaware Law, Affirming Business Judgment Deference for Kenneth Cole’s Controlling Stockholder Transactions Structured with Minority Protections 
  • Delaware Supreme Court Holds that Sale of Zale Approved by Uncoerced, Disinterested, and Informed Stockholders are Properly Reviewed Under a Corporate Waste Standard 
  • Chancery Court Offers Guidance on “Commercially Reasonable Efforts” Standard in Williams Cos. v. Energy Transfer Equity Litigation 
  • New York Court of Appeals Rules that Communications between Merger Parties Countrywide and Bank of America Are Not Protected by the Common Interest Exception to the Waiver of Attorney-Client Privilege 
  • Sun Capital Partners on Remand: District Court Rules that Related Funds May be Held Liable for Pension Fund Withdrawal Liabilities 
Delaware Legislative Update
 
Tax Update
 
SEC Update
 
UK Update


Printer-Friendly Version