Shearman & Sterling

JULY 17, 2024

Cook of the Delaware Court of Chancery granted a motion to dismiss a putative stockholder class action asserting breach of fiduciary duty claims against the officers and directors of a software company (the "Corporation") after its acquisition. In re Anaplan, Inc. Stockholders Litigation, C.A. 2022-1073-NAC (Del. June 21, 2024).

Acquisitions 52

Acquisitions Mergers and Acquisitions Negotiation Corporation 52

Shearman & Sterling

DECEMBER 12, 2017

. ("Opower") in connection with Opower's acquisition by Oracle Corporation ("Oracle"). The Court found that the failure to disclose that certain executives who received transaction-related benefits were the primary negotiators of the transaction constituted a material disclosure violation. Van der Fluit v.

Mergers 40

Mergers Negotiation Corporation Acquisitions 40

Cooley M&A

AUGUST 11, 2020

Section 141(a) of the Delaware General Corporation Law imbues boards with the unique authority to manage or direct the affairs of a corporation. An important corollary to that statutory authority is the bedrock principle under Delaware law that directors are fiduciaries to the corporation and its stockholders.

Negotiation 40

Negotiation M&A Corporation Stock 40

Cooley M&A

MAY 17, 2017

ISS and Glass Lewis are continuing to apply special scrutiny to certain corporate governance provisions of “newly public” companies (generally, companies that have gone public in 2014 or later). in 2015 to 7.2% See our December 2016 client alert. thus far in 2017 and a few directors (four in 2016) failed to earn majority support.

IPO 52

IPO Government Advisory Corporation 52

Cleary M&A and Corporate Governance Watch

MAY 10, 2023

Stockholders Litigation , has potentially significant implications for corporations and their boards in the negotiation of investment agreements with significant stockholders. In an opinion by Vice Chancellor Zurn, the Court held that Corwin cleansing does not apply to claims for post-closing injunctive relief under Unocal.

Mergers and Acquisitions 52

Mergers and Acquisitions Stock IT Acquisitions 52

Growth Business

MARCH 1, 2024

Rob Myers, senior partner and UK head at Equistone Partners Europe explains how over the past 30 years, private equity has evolved into a central component of the European corporate funding landscape – particularly in the UK. However, there is hope things will improve in 2024.

Private Equity 59

Private Equity Equities Investment Business 59

Cooley M&A

JULY 9, 2021

26, 2015), the court found that plaintiffs had not waived their appraisal rights because the controlling stockholder did not strictly adhere to the terms of the stockholders’ agreement. Case Name Difference from Deal Price (%) Court’s Valuation Method Noteworthy Aspects of Sales Process / Target Status Jarden Corporation (VC Slights – Del.

Mergers and Acquisitions 52

Mergers and Acquisitions Sale Shares Entertainment 52