Delaware Quarterly - Winston & Strawn

Dec 31, 2013 - contact the Editors, the Authors, or any member of the Advisory Board listed at the .... pects of M&A litigation: earn-out provisions, ...

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stock exchange rules. The defendants moved to dismiss, noting that SPG had received an e-mail confirmation from the New York Stock Exchange (“NYSE”) staff that shareholder approval of the amendment was not required under NYSE rules. The court hel

in Delaware, however, the California federal court dismissed the California action, with prejudice, on demand futility grounds.161 The Delaware defendants consequently amended their motion to argue that the California judgment precluded the Delaware

Jan 1, 2013 - The Delaware Supreme Court and Delaware Court of Chancery are generally regarded as the country's .... judgment that: (i) it was permitted to unilaterally cease “business operations” of Oculus; and (ii) its liability ..... notice to

Dec 20, 2013 - key decisions of the Delaware courts on corporate and commercial issues, .... would be held in escrow until the end of the indemnification notice period. Losses over and above $12 million, could, un- der the Merger Agreement, be withhe

after NSC was acquired by Akamai Technologies,. Inc. (“Akamai”), finding that plaintiffs had standing to pursue their claims directly instead of derivatively. Plaintiffs alleged that the three largest stockholders of. NSC engaged in a series of s

Jan 1, 2013 - States are incorporated in Delaware and, governed by its substantive law. Accordingly, Delaware's corporate ..... the Court of Chancery 1, available at http:// courts.state.de.us/chancery/docs/Complete Guidelines.pdf. ...... that the un

Oct 15, 2012 - Each calendar quarter, the Delaware Quarterly analyzes and summarizes key .... a pre-suit Section 220 books and records demand – and the. 3. ...... A post- purchase price adjustment clause (the “Adjustment”) set forth that Seller

key decisions of the Delaware courts on corporate and commercial issues, along with other significant developments in ... allegedly approving business plans that contemplated (and countenanced) illegal marketing activities ...... Chancellor Parsons p

governance topics, including: advance notice bylaws; ... federal court's earlier dismissal of a substantially similar derivative suit for failure .... Judgment”).(20). Two weeks later, the defendants in the. Delaware action supplemented their motio

Revlon standard; issues of Delaware practice and procedure; remedies available under Delaware law; selection .... The Court reasoned that the question of whether privity exists between the respective shareholder plaintiffs ...... between the opposing

The Delaware Supreme Court and Delaware Court of Chancery are generally regarded as the country's premier business courts, and their decisions carry significant influence over matters of corporate law throughout the country, both because of the court

error in one of the joint venture agreements during the drafting process. But rather than alert plaintiffs of the .... Vice Chancellor Glasscock, in a letter opinion, held that Edmond D. Costantini (“Costantini”), a former ..... concluded; and (i

Oct 15, 2012 - C. § 102(b). (7), the Court of Chancery held the case over for trial.(25). The Court of Chancery's Ruling ..... Martin Marietta and Vulcan are the two largest construction aggregates companies in the United States. ...... and that the

The Delaware Supreme Court and Delaware Court of Chancery are generally regarded as the country's premier business courts, ... preliminary injunctions; settlement approval; standing; and other matters of Delaware practice and ...... A detailed notice

Mar 14, 2014 - Litigation,1 Vice Chancellor Laster held that the exception to entire fairness scrutiny of freeze-out mergers .... Orchard's Series A Preferred was not, as the Vice. Chancellor noted, customarily “strong”: it ...... subsequent benc

Mar 14, 2014 - common stock was more than twice as much as the transaction price warranted summary judgment .... and $2.15 per share of Orchard common stock; (ii) the deal was subject to the approval of a majority of ..... their duties would be uncom

Oct 14, 2013 - China Automotive and its directors, through its counsel Winston & Strawn, have successfully defended against both actions. First, in May a federal district court denied class certification in the securities fraud action against the com

Oct 14, 2013 - China Automotive and its directors, through its counsel Winston & Strawn, have successfully defended against both actions. First, in May a federal district court denied class certification in the securities fraud action against the com

and typically do, meaning that non-complying Holders will be faced with multistate audits. • Background. Businesses are required to report (escheat) unclaimed property they hold to states in which they conduct business. ○ Such unclaimed property

The ostensible purpose of state unclaimed property laws is to permit state administrators to secure unclaimed property from Holders for return to Owners. However, audit estimation of unclaimed property liabilities, where. Holder business records are

Gordon A. Coffee. (202) 282-5741 [email protected] State of California (In re Lockyer) v. British Columbia Power Exchange. Corp. et al. Secured a decision dismissing a $190 million claim against client Allegheny. Energy Supply Company, LLC. A FERC

OFFICe: (866) 558-4465 EXT. 204 ... sent, assuming the duties of chief judge, does American Calcar II break navigation system that was allegedly withheld by the lead inventor ..... Judge Prost and Judge Wallach appear to be operating at the fringes o

Nov 6, 2013 - potential vapor migration or “encroachment” impacts. We also discuss EPA's proposed amendments to the all appropriate ... The definition of “migration” has also been revised to include the movement of .... of data or even any ev

“the purchase or sale of any other security in the. [United States]”20—has resulted in three potentially inconsistent approaches. The first approach considers whether either the offer or acceptance of the off-exchange transaction occurred withi