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Taking Care of BusinessTaking Care of Business
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<i>Dell</i> Reversal Welcome News for M&A Dealmakers

Dell Reversal Welcome News for M&A Dealmakers

Dec 22, 2017

By: Marc Casarino and Lori Smith

On December 14th, the Delaware Supreme Court provided some welcome news to dealmakers by reversing the lower court decision in Dell v. Magnetar Global in which the lower court ignored the deal price in determining fair value of stock in an appraisal action brought by investors who opposed a management led buyout to Michael Dell and a large private equity firm. In doing so, the Court furthered its recognition of the deal price as indication of fair value when the transaction is the result of an arm’s length, robust process. (more…)

Failure to Plead Non-Exculpated Claims and Well-Functioning Special Committee Shield Against Delaware Derivative Suit

Failure to Plead Non-Exculpated Claims and Well-Functioning Special Committee Shield Against Delaware Derivative Suit

Nov 21, 2017

By: Marc Casarino and Lori Smith

In a recent case, the Delaware Court of Chancery made clear the value of implementing a proper special committee to address the influence of a self-interested controlling party on a transaction as well as the requirements for satisfying demand futility for purposes of derivative actions.

(more…)

Recent Ruling a Caveat to Private Equity Investors

Recent Ruling a Caveat to Private Equity Investors

Sep 5, 2017

By: Ryan Udell, Michael Mentzel and Ian Doherty

When negotiating investments in target companies, a private equity firm will almost assuredly attempt to negotiate the best possible deal for itself and its investors. Any professional that has been a part of such negotiations and transactions understands that in addition to the valuation of the target company and the size of the investment, private equity firms can negotiate director seats, board observer rights, dividends, warrant protection, management services agreements, the right to buy additional securities at a fixed price in the future, and redemption rights. A recent opinion by the Delaware Chancery Court, however, may force some private equity firms to give pause before using their clout over company management to “cash-in” on these negotiated terms. (more…)

Choosing Delaware Law Does Not Mean You Can Litigate in Delaware

Choosing Delaware Law Does Not Mean You Can Litigate in Delaware

Aug 14, 2017

By: Marc Casarino and Lori Smith

Provisions designating the law governing contractual disputes are commonplace. However, designation of the governing law does not necessarily establish the jurisdiction within which the dispute must be decided. Parties who do not appreciate this distinction may be surprised that they cannot litigate their dispute in the jurisdiction they selected for the governing law. (more…)

Delaware Allows Blockchain to Create and Maintain State Corporate Records

Delaware Allows Blockchain to Create and Maintain State Corporate Records

Aug 2, 2017

By: Marc Casarino, Sean Mahoney, Joshua Mooney and Carl Koerner

Delaware recently revised its General Corporation Law (DGCL) to provide specific authority for Delaware corporations to use networks of electronic databases, including the nascent “blockchain” database technology, for the creation and maintenance of corporate records. (more…)

Introducing Taking Care of Business

Introducing Taking Care of Business

Jul 1, 2017

“Taking Care of Business” is a new blog from White and Williams’ Corporate and Securities Group. With the help of our friends in Cyber Law and Data Protection, Tax, Real Estate and Finance, Bankruptcy, Intellectual Property, Labor & Employment and Commercial Litigation, TCB will focus on emerging issues impacting the business community at every stage of the lifecycle from formation to growth and to exit. Whether it be important updates on day-to-day operational matters such as tax planning, employee benefits, commercial contracts, corporate finance, intellectual property, regulatory and data privacy and cybersecurity, or best practices and recent trends or legal developments of note applicable to transactional matters including acquisitions, strategic alliances, private equity and venture capital financings and debt financings, we’ve got you covered. And of course, we will keep you posted on any recent developments on the litigation and bankruptcy fronts too. In short, TCB will be a “one stop shop” for insights and commentary on everything relevant to owning and operating a business.

To give you a sense of the breadth of topics to be covered, today’s blog highlights five current legal issues that are on the minds of many of our clients. (more…)

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