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

News from the Courts

  • The Demise of Disclosure-Only Settlements? The Court of Chancery Outlines a New Regime
  • Delaware Supreme Court Upholds Court of Chancery Rulings in the Rural/Metro Case
  • Court of Chancery Reverses Finding of Financial Advisor Aiding and Abetting Liability for Lack of an Underlying Breach
  • Hostile Bid Prevented by Confidentiality Agreement
  • Delaware Court of Chancery Invalidates Charter & Bylaw Provisions Allowing Only “For Cause” Director Removal Where Board Is Unclassified
  • Oregon Supreme Court Enforces Delaware Exclusive Forum Selection Bylaw
  • Delaware Supreme Court Upholds Award of Expectation Damages in Breach of Contract Claim
  • Delaware Court of Chancery Opinion Provides Guidance on the Interpretation of Contractual Provisions Relating to Fraud-Based Claims
  • Delaware Supreme Court Draws Inference that Controller’s Long-Term Friend Is Not Independent
  • Delaware Court of Chancery Binds Investor to Contractually Mandated Fair Value Assessment Determination


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