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Delaware Supreme Court Overrules Gentile Carve-out, Holding An Improper Transfer Of Economic Value And Voting Power To A Controlling Stockholder Through An Equity Overpayment Is A Derivative Claim

Shearman & Sterling

The trial court found that the claims were nearly identical to corporate overpayment claims asserted by former stockholders and upheld as "direct"—rather than "derivative"—by the Delaware Supreme Court in Gentile v. 2004), and expressly overruled Gentile and its carve-out from Tooley. Rossette, 906 A.2d 2d 91 (Del.

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Delaware Supreme Court Overrules Gentile Carve-out, Holding An Improper Transfer Of Economic Value And Voting Power To A Controlling Stockholder Through An Equity Overpayment Is A Derivative Claim

Shearman & Sterling

The trial court found that the claims were nearly identical to corporate overpayment claims asserted by former stockholders and upheld as "direct"—rather than "derivative"—by the Delaware Supreme Court in Gentile v. 2004), and expressly overruled Gentile and its carve-out from Tooley. Rossette, 906 A.2d 2d 91 (Del.

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With the Sunset of Its Dual Class Arriving, Veeva Systems (VEEV) Decides to Embrace Stakeholder Governance and Become a Public Benefit Corporation

Transactional Delights

With the loss of its dual class, VEEV has decided to act proactively by calling a special meeting proposal to adopt an amendment to its Charter to become a Public Benefit Corporation (PBC) [4]. 7] “ Don’t be evil ” – Google circa 2004. [8] What are some well-known PBCs? Well, there really aren’t any. the company’s stakeholders).

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Private Equity Buyer Permitted to Walk From Deal Based on Capitalization Representation Breach

Cleary M&A and Corporate Governance Watch

One claim was by Rafael Marquez who claimed an ownership interest in an OpticalTel subsidiary based on a 2004 Software Development Agreement. [5] One claim was by Rafael Marquez who claimed an ownership interest in an OpticalTel subsidiary based on a 2004 Software Development Agreement. [5]

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Beyond Borders: A Guide for Navigating the European Regulatory Landscape

Cooley M&A

Foreign direct investment (FDI) – navigating national review regimes Ongoing geopolitical tensions have resulted in European governments continuing to look inwards and implementing measures to protect national security and national economic interests. France and Romania).

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Transfer Traps: Considerations for Dual-Class Companies Contemplating M&A Transactions

Cooley M&A

We also have seen plaintiffs’ firms use voting agreements delivered by high-vote stockholders as a basis for Delaware General Corporation Law (DGCL) 220 books and records demands, which enables the plaintiffs to review the books and records of the subject company in an effort to uncover bases for additional, unrelated claims.

M&A 59