Delaware Quarterly - Winston & Strawn

stock exchange rules. The defendants moved to dismiss, noting that SPG had received an e-mail confirmation from the New York Stock Exchange (“NYSEâ€...

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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

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

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

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, which regular-.

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

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

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

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

Exchange Act.] SECTION 308 OF SOX. Under section 308 of the Sarbanes-Ox- ley Act (SOX), the SEC has the power to add disgorged funds to a disgorgement.

Nov 27, 2013 - Regulatory Enforcement. • FCA imposes worldwide freezing order on suspected boiler room, First Capital Wealth Limited – On 15 November 2013, a suspected boiler room (an outbound call centre selling questionable investments by telep

But it is when Webb is on the brink of trial or in the midst of the ... home, “winning way” with juries and judges that sets him apart from other ..... home. She sat down and cried. It wasn't really good living conditions.” Lonely in a strange

to the .XXX TLD for hosting adult entertainment websites.” Plaintiffs' efforts were stymied by their own complaint when they alleged that Manwin's own YouPorn.com was the most popular free adult video website on the Internet. Thus, since the releva