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Delaware Business Court Insider

Controlling Stockholder Transactions That Do Not Involve a Freeze-Out Merger May Satisfy MFW to Obtain Business Judgment Review

Since MFW, the Court of Chancery has applied the MFW framework to assess the standard of review of controlling stockholder transactions that did not involve a freeze-out merger, which commentators have referred to as "MFW creep."
5 minute read

Law.com

Internal Investigations From an International Perspective

The importance of conducting an internal investigation and the factors and ethical considerations your organization should consider.
13 minute read

International Edition

Shareholder Activism on the Rise: What Investors and Companies Need to Know

The practice made headlines recently when Disney fended off activist investors, writes an A&O Shearman Johannesburg lawyer.
5 minute read

Law.com

Inside Track: ESG Movement Hits 'Teenage Years,' Testing Companies' Resolve

"We've ended up with the worst of both worlds," New York University professor Alison Taylor told IR Magazine recently. "Companies treating this as PR and attention directed away from the political process by implying that these companies are solving problems they're not solving."
5 minute read

Litigation Daily

Litigators of the Week: The Delaware Supreme Court Turns Its Spotlight on Advance Notice Bylaws

In the latest tug of war in Delaware law between activist investors and corporate boards, Teresa Goody Guillén and Richard Raile of Baker & Hostetler and John Seaman of Abrams & Bayliss represent Ted Kellner, an AIM ImmunoTech Inc. stockholder seeking board seats.
7 minute read

Corporate Counsel

Companies Deluged With Anti-ESG Shareholder Proposals

Some firms are receiving pro-ESG and anti-ESG proposals on the same issue, underscoring how challenging topics such as diversity and climate change have become for corporate America.
5 minute read

New York Law Journal

Trump Organization's Independent Monitor Recommends Continued Oversight

Ret. judge and Bracewell partner Barbara Jones recommended that her team continue to oversee the Trump Organization's progress as it implements checks and balances regarding financial disclosure to third parties.
3 minute read

Delaware Business Court Insider

Chancery Confirms Arbitration Award Resulting in Negative Purchase Price

As the Delaware Chancery Court's recent decision in SM Buyer v. RMP Seller Holdings demonstrates, the deference afforded to an arbitrator may result in decisions with which a reviewing court may disagree but that the court is nonetheless bound to confirm.
6 minute read

International Edition

Latham's Elisabetta Righini on Why Brussels Is a Must for a Career in Antitrust 

Righini was one of the first WTO litigators in private practice in the late 1990s—an expertise that got her recruited by the European Commission, where she would spend over a decade. 
6 minute read

Law.com

Report: Securities Fraud Losses Claimed Balloon in First Half of 2024

The report from securities litigation data analytics company SAR attributes the rise not to a greater number of SEC Rule 10b-5 complaints being filed in the federal courts, but to drops in stock prices growing larger.
3 minute read

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