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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 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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