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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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Welcome to the Q4 edition of our Mergers & Acquisitions newsletter – The Ropes Recap. This includes contributions from over 25 deal professionals from around the globe. We encourage you to send us feedback on the content or topics you would like to see discussed in future issues.

In this edition, we discuss important cases and developments that address a variety of issues, including:

  • Must a buyer making an indemnification claim continue to perform under an agreement even after the seller materially breached the agreement?
  • Is a common stockholder’s prospective waiver of Delaware statutory appraisal rights enforceable?
  • Is there a bright-line test for when MFW procedural protections are required to be put into place to invoke business judgment protection in a controller buyout transaction?
  • Are Delaware forum selection bylaws valid and enforceable in California?
  • Can Delaware corporations require stockholders to bring claims under the Securities Act of 1933 only in federal court as opposed to state court?

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