Cleary M&A and Corporate Governance Watch

MAY 12, 2023

In a recent decision, the Delaware Court of Chancery grappled with the question whether—and to what extent—claims for breach of fiduciary duty can be waived ex ante in a corporate shareholder agreement. Specifically, in New Enterprise Associates 14 LP v. in the case of fraud). [3] This view is not entirely accurate.

Corporation 52

Corporation Investors Negotiation M&A 52

Business Standard - FInance

JULY 3, 2023

Central Board of Indirect Taxes and Customs (CBIC) member (GST) Shashank Priya said the department is working to expand the taxpayer base and doing data triangulation with the corporate taxpayers in income tax regime. As per data, currently, only 40 per cent of the corporate income taxpayer base is also registered under GST.

Corporation 52

Corporation Business 52

Cooley M&A

SEPTEMBER 12, 2017

This two-day, multi-panel event will explore the development of corporate law, the evolving relationships between corporate stakeholders, M&A and what corporate lawmaking may look like in the future. October 26 – 27, 2017. Fairmont Hotel, San Francisco. More information.

Corporation 40

Corporation M&A 40

Shearman & Sterling

MARCH 14, 2017

On March 6, 2017, in a decision authored by Justice Margot Botsford, the Massachusetts Supreme Judicial Court affirmed the dismissal of an action for breach of fiduciary duty brought by former shareholders of EMC Corporation against its directors in connection with its merger with Dell Inc., 129 Benefit Fund v. Tucci, SJC-12137 (Mass.

Corporation 52

Corporation IT Funds Mergers 52

Shearman & Sterling

JANUARY 30, 2017

On January 24, 2017, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery granted summary judgment in favor of plaintiff, a shareholder of Nutrisystem, Inc., On January 24, 2017, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery granted summary judgment in favor of plaintiff, a shareholder of Nutrisystem, Inc.,

Corporation 52

Corporation Shares IT 52

Shearman & Sterling

MAY 7, 2019

On April 30, 2019, Vice Chancellor Tamika Montgomery-Reeves of the Delaware Court of Chancery held that plaintiff Freeman Family LLC ("Freeman"), a member of Park Avenue Landing LLC (the "Company"), is entitled to advancement pursuant to Delaware corporate case law. Freeman Family LLC v. Park Avenue Landing LLC, No.

Corporation 52

Corporation Management IT 52

Business Standard - FInance

JULY 1, 2023

The chief of the Central Board of Indirect Taxes and Customs (CBIC) flagged that only 40 per cent of the corporate income taxpayer base is registered under Goods and Services Tax (GST). lakh businesses are registered under GST, launched 6 years ago on July 1, 2017. Currently, 1.39

Business 98

Business Corporation 98

Shearman & Sterling

JULY 18, 2017

On July 10, 2017, Vice Chancellor Tamika Montgomery-Reeves of the Delaware Court of Chancery found plaintiff was not bound by stock transfer restrictions under which the company had sought to revoke his ownership and was therefore entitled to inspect the books and records of a company in which he held stock. Phixios Holdings, Inc.,

Stock 52

Stock Corporation Government Securities 52

Shearman & Sterling

MARCH 14, 2017

On March 6, 2017, in a decision authored by Justice Margot Botsford, the Massachusetts Supreme Judicial Court affirmed the dismissal of an action for breach of fiduciary duty brought by former shareholders of EMC Corporation against its directors in connection with its merger with Dell Inc., 129 Benefit Fund v. Tucci, SJC-12137 (Mass.

Corporation 40

Corporation IT Funds Mergers 40

Shearman & Sterling

FEBRUARY 21, 2024

In re Oracle Corporation Derivative Litigation, C.A. 2017-0337-SG (Del. " Accordingly, plaintiffs were not entitled to a fee under the corporate benefit doctrine. Plaintiffs had alleged that the founder and CEO caused the Company to overpay for the target and asserted claims for breaches of fiduciary duty seeking damages.

Corporation 52

Corporation Acquisitions IT 52

Shearman & Sterling

FEBRUARY 20, 2024

In re Oracle Corporation Derivative Litigation, C.A. 2017-0337-SG (Del. " Accordingly, plaintiffs were not entitled to a fee under the corporate benefit doctrine. Plaintiffs had alleged that the founder and CEO caused the Company to overpay for the target and asserted claims for breaches of fiduciary duty seeking damages.

Corporation 52

Corporation Acquisitions IT 52

Chesapeake Corporate Advisors

MAY 6, 2024

Baltimore, MD, May 7, 2024 – Chesapeake Corporate Advisors (CCA), a boutique investment banking and corporate advisory firm in the Mid-Atlantic region, announced that Timothy Brasel has been named a Managing Director in the firm’s investment banking group. Tim holds a B.S. from the Robert H.

Management 52

Management Investment Banking Middle Market Boutique 52

Sidley Shareholder Litigation

NOVEMBER 1, 2023

2017), and McGowan v. Two recent fee-shifting decisions issued by Vice Chancellor Zurn provide a cautionary reminder of those limits, which were previously set out by the Court of Chancery in opinions such as Pettry v. Gilead Scis. 2020), Marilyn Abrams Living Trust v. Empress Entm’t (2000).

Corporation 52

Corporation Negotiation IT 52

Shearman & Sterling

JANUARY 30, 2017

On January 24, 2017, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery granted summary judgment in favor of plaintiff, a shareholder of Nutrisystem, Inc., On January 24, 2017, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery granted summary judgment in favor of plaintiff, a shareholder of Nutrisystem, Inc.,

Corporation 40

Corporation Shares IT 40

Shearman & Sterling

MAY 7, 2019

On April 30, 2019, Vice Chancellor Tamika Montgomery-Reeves of the Delaware Court of Chancery held that plaintiff Freeman Family LLC ("Freeman"), a member of Park Avenue Landing LLC (the "Company"), is entitled to advancement pursuant to Delaware corporate case law. Freeman Family LLC v. Park Avenue Landing LLC, No.

Corporation 40

Corporation Management IT 40

Shearman & Sterling

JULY 18, 2017

On July 10, 2017, Vice Chancellor Tamika Montgomery-Reeves of the Delaware Court of Chancery found plaintiff was not bound by stock transfer restrictions under which the company had sought to revoke his ownership and was therefore entitled to inspect the books and records of a company in which he held stock. Phixios Holdings, Inc.,

Stock 40

Stock Corporation Government Securities 40

Shearman & Sterling

NOVEMBER 21, 2017

On November 13, 2017, Vice Chancellor J. the "Company") under Delaware General Corporation Law Section 220. 2017-0138-VCL (Del. Travis Laster of the Delaware Court of Chancery rejected a stockholder's demand to inspect books and records of A. Shulman, Inc. Wilkinson v. A Schulman, Inc.,

Corporation 52

Corporation 52

Shearman & Sterling

MAY 17, 2022

McCormick of the Delaware Court of Chancery dismissed certain stockholder derivative claims for breaches of fiduciary duty brought against the founder-CEO and other directors of Flashpoint Technology, Incorporated (the "Corporation"). 2017-0732-KSJM (Del. SDF Funding LLC v.

Shares 52

Shares Corporation Funds Acquisitions 52

The TRADE

SEPTEMBER 26, 2024

Oliveira originally joined BNP Baribas as part of its corporate and institutional banking division in 2017 as deputy head of Hispanic, LATAM CIB. Over a 20 year commitment to the bank, he played an instrumental role in driving the success of our Fixed Income business and we wish him all the very best with his future endeavours.”

Banking 52

Banking Bank Business IT 52

Shearman & Sterling

APRIL 25, 2017

On April 17, 2017, Chancellor Andre G. Bouchard of the Delaware Court of Chancery ruled, in a post-trial decision, that defendant Cypress Semiconductor Corporation ("Cypress") must allow plaintiff and former Cypress CEO, T.J. § 220. Cypress Semiconductor Corp., 0070-AGB (Del.

Corporation 52

Corporation 52

Shearman & Sterling

JULY 23, 2019

2017-0931-JTL (Del. As we discussed in a prior post, Vice Chancellor Laster had previously granted summary judgment to a shareholder challenging the validity of forum-selection charter provisions adopted by three corporations requiring shareholders to litigate claims under the Securities Act of 1933 in federal courts. Salzberg, C.A.

Corporation 52

Corporation Securities 52

The TRADE

DECEMBER 12, 2023

Since its launch in 2017, Tradeweb AllTrade’s institutional all-to-all trading now represents 228% of RFQ electronic volume. “Our goal is to facilitate end-to-end credit workflow and allow clients to tap varied sources of liquidity,” said Elisabeth Kirby, managing director, head of market structure at Tradeweb.

Trading 81

Trading Electronics Retail Management 81

Shearman & Sterling

OCTOBER 17, 2017

On October 12, 2017, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery agreed to impose an "incorporation-by-reference" condition on any production by Universal Health Services, Inc. ("UHS") in response to a books-and-records demand under Delaware General Corporation Law Section 220. 2017-0322-SG (Del.

Corporation 52

Corporation 52

Shearman & Sterling

MARCH 7, 2017

On February 27, 2017, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery dismissed for lack of standing a lawsuit for inspection of corporate books and records brought by a former stockholder squeezed out in a two-step merger. 12931-VCG, 2017 WL 752179 (Del. Weingarten v. Monster Worldwide Inc.,

Corporation 40

Corporation Mergers Shares 40

Shearman & Sterling

NOVEMBER 21, 2017

On November 13, 2017, Vice Chancellor J. the "Company") under Delaware General Corporation Law Section 220. 2017-0138-VCL (Del. Travis Laster of the Delaware Court of Chancery rejected a stockholder's demand to inspect books and records of A. Shulman, Inc. Wilkinson v. A Schulman, Inc.,

Corporation 40

Corporation 40

TechCrunch: M&A

JUNE 13, 2023

The online party planning platform Punchbowl is rebranding to create a parent organization called Sincere Corporation. In 2017, CEO and founder Jon Wegener left the company to work for Snap. Additionally, it is also acquiring the personal memory capsule app Timehop — and yes, it still exists.

IT 189

IT Acquisitions Funds Corporation 189

The TRADE

SEPTEMBER 30, 2024

Oliveira originally joined BNP Baribas as part of its corporate and institutional banking division in 2017 as deputy head of Hispanic, LATAM CIB. Arne Groes has been appointed as the global head of FICC, effective 1 October.

Trading 63

Trading Sale Equities Asset Management 63

Sidley Shareholder Litigation

FEBRUARY 14, 2024

2017-0337-SG was denied by Vice Chancellor Glasscock, who noted that “not even great counsel can wring significant stockholder value from litigation over an essentially loyal and careful sales process.” Plaintiffs’ bid for a US$5 million mootness fee in In re Oracle Corp. Derivative Litigation , C.A.

Sale 40

Sale M&A Corporation 40

Shearman & Sterling

AUGUST 8, 2017

On July 27, 2017, Vice Chancellor Joseph R. 2017-0018-JRS (Del. July 27, 2017). The demand under Section 220 of the Delaware General Corporation Law, 8 Del. Genworth Fin.,

Corporation 52

Corporation 52

Shearman & Sterling

JUNE 1, 2023

In re Oracle Corporation Derivative Litigation, No. 2017-0337-SG (Del. May 12, 2023). Defendant owned approximately 28% of the Company and 40% of the Target.

Corporation 52

Corporation Acquisitions Business IT 52

Shearman & Sterling

JUNE 1, 2023

In re Oracle Corporation Derivative Litigation, No. 2017-0337-SG (Del. May 12, 2023). Defendant owned approximately 28% of the Company and 40% of the Target.

Corporation 52

Corporation Acquisitions Business IT 52

Shearman & Sterling

MAY 17, 2022

McCormick of the Delaware Court of Chancery dismissed certain stockholder derivative claims for breaches of fiduciary duty brought against the founder-CEO and other directors of Flashpoint Technology, Incorporated (the "Corporation"). 2017-0732-KSJM (Del. SDF Funding LLC v.

Shares 40

Shares Corporation Funds Acquisitions 40

Shearman & Sterling

JULY 25, 2017

On July 21, 2017, Vice Chancellor J. Sprint Corporation, et al. & Clearwire Corporation, C.A. July 21, 2017). per share, notwithstanding that the transaction closed at $5.00 per share, notwithstanding that the transaction closed at $5.00 ACP Master, Ltd., & ACP Master, Ltd., 8508-VCL, C.A. 9042-VCL (Del.

Discounted Cash Flow 52

Discounted Cash Flow DCF Corporation Mergers 52

Shearman & Sterling

NOVEMBER 14, 2017

Lawal, C.A. 11963 (Del. Plaintiff alleged that the CEO—who together with an affiliated entity (Allied's parent company) controlled nearly 60% of Erin's shares—effectively stood on all sides of the challenged transactions and negotiated in his own self-interest.

Corporation 52

Corporation Negotiation Shares Investment 52

Shearman & Sterling

FEBRUARY 14, 2017

On February 9, 2017, the Supreme Court of the State of Delaware affirmed the dismissal of a breach of fiduciary duty action brought by former shareholders of Volcano Corporation in connection with the acquisition of Volcano in a two-step all-cash tender offer and merger pursuant to Delaware General Corporation Law Section 251(h).

Mergers 52

Mergers Mergers and Acquisitions Shares Business 52

Shearman & Sterling

APRIL 25, 2017

On April 17, 2017, Chancellor Andre G. Bouchard of the Delaware Court of Chancery ruled, in a post-trial decision, that defendant Cypress Semiconductor Corporation ("Cypress") must allow plaintiff and former Cypress CEO, T.J. § 220. Cypress Semiconductor Corp., 0070-AGB (Del.

Corporation 40

Corporation 40

Shearman & Sterling

JULY 23, 2019

2017-0931-JTL (Del. As we discussed in a prior post, Vice Chancellor Laster had previously granted summary judgment to a shareholder challenging the validity of forum-selection charter provisions adopted by three corporations requiring shareholders to litigate claims under the Securities Act of 1933 in federal courts. Salzberg, C.A.

Corporation 40

Corporation Securities 40