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. 2018-0683 (Del. Freeman Family LLC v. April 30, 2019).

Corporation 52

Corporation Management IT 52

Shearman & Sterling

AUGUST 28, 2018

On August 17, 2018, Chancellor Andre G. § 204) and asserted a counterclaim for judicial validation of the defective corporate acts (under 8 Del. Charles Almond as Trustee for the Almond Family 2001 Trust v. Charles Almond as Trustee for the Almond Family 2001 Trust v. Glenhill Advisors LLC, C.A. 10477-CB (Del. § 205).

Mergers 52

Mergers Corporation Mergers and Acquisitions Stock 52

Shearman & Sterling

AUGUST 28, 2018

On August 17, 2018, Chancellor Andre G. § 204) and asserted a counterclaim for judicial validation of the defective corporate acts (under 8 Del. Charles Almond as Trustee for the Almond Family 2001 Trust v. Charles Almond as Trustee for the Almond Family 2001 Trust v. Glenhill Advisors LLC, C.A. 10477-CB (Del. § 205).

Mergers 52

Mergers Corporation Mergers and Acquisitions Stock 52

Shearman & Sterling

MARCH 5, 2019

2018-0336-JRS (Del. Plaintiff sought the records pursuant to Delaware General Corporation Law Section 220, 8 Del. Tempur Sealy Int'l Inc., § 220, purportedly to investigate breaches of fiduciary duty by the board.

Corporation 52

Corporation IT 52

The TRADE

JANUARY 9, 2024

The ‘corporate and investment banking: spending priorities’ report from Coalition Greenwich assessed the performance of the 12 largest corporate and investment banks (by revenue) globally since 2018, which comprised banks including: Bank of America, Deutsche Bank, JP Morgan, UBS, HSBC, and Citi.

Banking 119

Banking Bank Investment Banking Investment 119

Shearman & Sterling

JUNE 13, 2018

On May 25, 2018, Chancellor Andre G. 2018-0227-AGB (Del. June 1, 2018). Bouchard dismissed a class action lawsuit brought by stockholders of Dr. Pepper Snapple Group, Inc. ("Dr. deprived them of their statutory appraisal rights. City of North Miami Beach General Employee's Retirement Plan v.

Corporation 40

Corporation Mergers Sale IT 40

TechCrunch: M&A

MAY 8, 2023

After raising $100 million at a valuation of over $2 billion last year, the Australian ed-tech startup Go1 is making an acquisition and getting some investment to expand its reach and technology to serve the market of corporate online learning. Blinkist’s last valuation was $160 million in 2018 , when it raised $18.8

Book-building 266

Book-building Funds IT Media 266

The Harvard Law School Forum

OCTOBER 19, 2022

Related research from the Program on Corporate Governance includes The Long-Term Effects of Hedge Fund Activism (discussed on the Forum here ) by Lucian A. A Flesh-and-Blood Perspective on Hedge Fund Activism and Our Strange Corporate Governance System (discussed on the Forum here ) by Leo E. Strine, Jr. Targets in the Crosshairs.

Accountant 85

Accountant Government Corporation Funds 85

Cleary M&A and Corporate Governance Watch

FEBRUARY 7, 2024

The Financial Reporting Council (FRC) has published an updated UK Corporate Governance Code (the Code), most of which will take effect from 1 January 2025. These revisions will replace the current version of the Code published in 2018.

Government 52

Government Corporation Risk Management Consulting 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. 2018-0683 (Del. Freeman Family LLC v. April 30, 2019).

Corporation 40

Corporation Management IT 40

Shearman & Sterling

JANUARY 8, 2019

On December 19, 2018, Vice Chancellor J. The case involved three corporations that adopted federal forum-selection provisions for Securities Act claims in their respective certificates of incorporation prior to their initial public offerings. Sciabacucchi v. Salzberg, C.A. 2017-0931-JTL (Del. Salzberg, C.A. 2017-0931-JTL (Del.

Initial Public Offering 52

Initial Public Offering Securities Corporation Stock 52

Shearman & Sterling

MARCH 5, 2019

2018-0336-JRS (Del. Plaintiff sought the records pursuant to Delaware General Corporation Law Section 220, 8 Del. Tempur Sealy Int'l Inc., § 220, purportedly to investigate breaches of fiduciary duty by the board.

Corporation 40

Corporation IT 40

Shearman & Sterling

OCTOBER 2, 2018

On September 7, 2018, Vice Chancellor Joseph R. Slights III of the Delaware Court of Chancery denied a motion to exclude certain documents relating to Jarden Corporation's ("Jarden") post-signing financial performance offered as evidence during a statutory appraisal trial. In re Appraisal of Jarden Corporation, C.A.

Corporation 52

Corporation Mergers IT 52

Shearman & Sterling

JANUARY 8, 2019

On December 21, 2018, Vice Chancellor Morgan T. 2018-0687-MTZ (Del. Zurn of the Delaware Court of Chancery denied plaintiff stockholder's motion for summary judgment in an action to determine the board composition of SPAR Group, Inc. ("SGRP") under 8 Del. § 255. Kellar, et al.,

Corporation 52

Corporation IT 52

Shearman & Sterling

MAY 1, 2018

On April 23, 2018, the Supreme Court of Delaware affirmed a decision by Vice Chancellor J. Travis Laster of the Delaware Court of Chancery appraising the shares of Clearwire Corporation at $2.13 Sprint Corporation, et al. & Clearwire Corporation, C.A. per share, notwithstanding that Clearwire was acquired for $5.00

Discounted Cash Flow 52

Discounted Cash Flow Negotiation Corporation Shares 52

The TRADE

OCTOBER 4, 2023

Sam Hewson – previously global head of digital FX solutions and EMEA head of corporate sales and solutions (CSS) – has been appointed global head of FX sales, effective immediately, according to an internal memo seen by The TRADE.

Sale 59

Sale Financial Institution Trading Corporation 59

Shearman & Sterling

APRIL 3, 2018

On March 23, 2018, Justice Charles E. Fundaro, No. 655205 (N.Y. and that demand would have been futile because self-compensation decisions are inherently conflicted transactions.

Business 52

Business Pharmaceutical Corporation 52

Shearman & Sterling

JUNE 11, 2019

2018-0661-JRS (Del. Section 220 Litig., May 30, 2019).

Corporation 52

Corporation Business IT 52

Shearman & Sterling

SEPTEMBER 9, 2020

On August 31, 2020, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery dismissed breach of fiduciary duty claims asserted against the directors of USG Corporation by former stockholders following its acquisition by a privately held German manufacturer of building materials. 2018-0602-SG (Del.

Mergers 52

Mergers Mergers and Acquisitions Corporation Manufacturing 52

Shearman & Sterling

JULY 23, 2019

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. Sciabacucchi v. Salzberg, C.A.

Corporation 52

Corporation Securities 52

Shearman & Sterling

MARCH 20, 2018

March 15, 2018). 393, 2017 (Del. As discussed in our post regarding that decision, plaintiffs argued that merger consideration was improperly diverted into payments for two management directors.

Manufacturing 52

Manufacturing Sale Corporation Mergers 52

Shearman & Sterling

JANUARY 8, 2019

On December 19, 2018, Vice Chancellor J. The case involved three corporations that adopted federal forum-selection provisions for Securities Act claims in their respective certificates of incorporation prior to their initial public offerings. Sciabacucchi v. Salzberg, C.A. 2017-0931-JTL (Del. Salzberg, C.A. 2017-0931-JTL (Del.

Initial Public Offering 40

Initial Public Offering Securities Corporation Stock 40

Shearman & Sterling

OCTOBER 2, 2018

On September 7, 2018, Vice Chancellor Joseph R. Slights III of the Delaware Court of Chancery denied a motion to exclude certain documents relating to Jarden Corporation's ("Jarden") post-signing financial performance offered as evidence during a statutory appraisal trial. In re Appraisal of Jarden Corporation, C.A.

Corporation 40

Corporation Mergers IT 40

Shearman & Sterling

FEBRUARY 12, 2019

360, 2018 (Del. (and its affiliates), a private equity firm that had a controlling interest in plaintiff and whose partners served on plaintiff's board, with one as chairman. Alarm.com Holdings, Inc. ABS Capital Partners Inc.,

Private Equity 52

Private Equity Equities Investment Initial Public Offering 52

Shearman & Sterling

JANUARY 8, 2019

On December 21, 2018, Vice Chancellor Morgan T. 2018-0687-MTZ (Del. Zurn of the Delaware Court of Chancery denied plaintiff stockholder's motion for summary judgment in an action to determine the board composition of SPAR Group, Inc. ("SGRP") under 8 Del. § 255. Kellar, et al.,

Corporation 40

Corporation IT 40

Shearman & Sterling

MAY 1, 2018

On April 23, 2018, the Supreme Court of Delaware affirmed a decision by Vice Chancellor J. Travis Laster of the Delaware Court of Chancery appraising the shares of Clearwire Corporation at $2.13 Sprint Corporation, et al. & Clearwire Corporation, C.A. per share, notwithstanding that Clearwire was acquired for $5.00

Discounted Cash Flow 40

Discounted Cash Flow Negotiation Corporation Shares 40

How2Exit

FEBRUARY 18, 2024

b' E188: Valsoft's Investment Partner Costa Tagalakis, Discusses Their Successful Acquisition Strategy - Watch Here rn rn About the Guest(s): rn Costa Tagalakis is an investment partner at Valsoft Corporation, a Canadian company specializing in the acquisition and operation of vertical market software businesses.

Acquisitions 130

Acquisitions Investment Mergers and Acquisitions Business 130

Shearman & Sterling

FEBRUARY 5, 2019

the Supreme Court of Delaware unanimously granted a stockholder petitioner's demand under Delaware General Corporation Law Section 220, 8 Del. 281-2018 (Del. § 220, to inspect the books and records of respondent Palantir Technologies Inc. KT4 Partners LLC v. Palantir Techs.

Electronics 52

Electronics Corporation Business Securities 52

The Harvard Law School Forum

JUNE 16, 2023

Related research from the Program on Corporate Governance includes Are M&A Contract Clauses Value Relevant to Target and Bidder Shareholders? Flanagan are Partners and Hannah M. Brown is an Associate at Sidley Austin LLP. This post is based on their Sidley Austin memorandum. discussed on the Forum here ) by John C. 1] (more…)

M&A 64

M&A Pharmaceutical Acquisitions Valuation 64

Shearman & Sterling

APRIL 3, 2018

On March 23, 2018, Justice Charles E. Fundaro, No. 655205 (N.Y. and that demand would have been futile because self-compensation decisions are inherently conflicted transactions.

Business 40

Business Pharmaceutical Corporation 40

Shearman & Sterling

JUNE 11, 2019

2018-0661-JRS (Del. Section 220 Litig., May 30, 2019).

Corporation 40

Corporation Business IT 40

Shearman & Sterling

SEPTEMBER 9, 2020

On August 31, 2020, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery dismissed breach of fiduciary duty claims asserted against the directors of USG Corporation by former stockholders following its acquisition by a privately held German manufacturer of building materials. 2018-0602-SG (Del.

Mergers 40

Mergers Mergers and Acquisitions Corporation Manufacturing 40

Shearman & Sterling

MARCH 26, 2019

Travis Laster of the Delaware Court of Chancery declined to dismiss a derivative suit brought by minority stockholders of Pilgrim's Pride Corporation (the "Company") against the Company's controlling stockholder, JBS S.A. ("Parent"), and five of the Company's directors affiliated with Parent. 2018-0058 (Del.

Negotiation 52

Negotiation Corporation Acquisitions IT 52

Shearman & Sterling

JULY 23, 2019

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. Sciabacucchi v. Salzberg, C.A.

Corporation 40

Corporation Securities 40

Shearman & Sterling

MARCH 20, 2018

March 15, 2018). 393, 2017 (Del. As discussed in our post regarding that decision, plaintiffs argued that merger consideration was improperly diverted into payments for two management directors.

Manufacturing 40

Manufacturing Sale Corporation Mergers 40

The TRADE

OCTOBER 9, 2023

Sam Hewson – previously global head of digital FX solutions and EMEA head of corporate sales and solutions (CSS) – was appointed global head of FX sales, according to an internal memo seen by The TRADE. Elsewhere, Jamie Mortimore is set to re-join Citi to lead the newly formed global rates algo trading team.

Electronics 64

Electronics Trading Book-building Financial Institution 64

Periculum Capital

MARCH 12, 2022

As a long-term client of Periculum’s Corporate Development and Treasury Services offering, this is the second transaction Morgan has engaged Periculum to execute. Periculum also assisted Morgan with its acquisition of American Soy Products in 2018 and has worked with the Company on previous capital structure projects.

Debt 52

Debt Food Debt Capital Markets Capital 52