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Delaware Supreme Court Holds That Business Judgment Rule Applies To Controller Transactions As Long As MFW Conditions Are In Place Prior To Economic Negotiation

Shearman & Sterling

On October 9, 2018, the Delaware Supreme Court affirmed a decision of the Delaware Court of Chancery dismissing a lawsuit brought by stockholders of Synutra International Inc. 101, 2018 (Del. before any substantive economic negotiations begin." Synutra Int'l, Inc.,

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Delaware Supreme Court Revives Stockholder Claims, Finding MFW Protections Were Not In Place Prior To Economic Negotiations

Shearman & Sterling

392, 2018 (Del. On appeal, the Delaware Supreme Court reversed, finding that Earthstone initiated economic negotiations before the requisite MFW protections were put in place. Lodzinski et al., April 5, 2019). M&F Worldwide, 88 A.2d 2d 635 (Del. 2014) ("MFW"), and the business judgment rule applied.

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Delaware Supreme Court Holds That Business Judgment Rule Applies To Controller Transactions As Long As MFW Conditions Are In Place Prior To Economic Negotiation

Shearman & Sterling

On October 9, 2018, the Delaware Supreme Court affirmed a decision of the Delaware Court of Chancery dismissing a lawsuit brought by stockholders of Synutra International Inc. 101, 2018 (Del. before any substantive economic negotiations begin." Synutra Int'l, Inc.,

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Delaware Supreme Court Revives Stockholder Claims, Finding MFW Protections Were Not In Place Prior To Economic Negotiations

Shearman & Sterling

392, 2018 (Del. On appeal, the Delaware Supreme Court reversed, finding that Earthstone initiated economic negotiations before the requisite MFW protections were put in place. Lodzinski et al., April 5, 2019). M&F Worldwide, 88 A.2d 2d 635 (Del. 2014) ("MFW"), and the business judgment rule applied.

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It’s Not DE, It’s You: 55 Billion Reasons Tesla is Not ‘Your Company’

Cleary M&A and Corporate Governance Watch

The Tesla board fell short on many – seemingly, all – levels: directors were not independent, their process was flawed in terms of timeline, negotiation etiquette, and a failure to conduct appropriate benchmarking, they did not fully inform their shareholders, and did not properly justify the scope of Musk’s staggering compensation.

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Making and Keeping Commitments to Employees After a Merger

M&A Leadership Council

Once again, as in the case of other stakeholders, the answer involves ethics, law, and economics. Breaking a promise is not only wrong (and sometimes illegal), but it is likely to have negative economic consequences. Department of Labor rules effective April 2018 streamline the filing of disability claims under ERISA.

Mergers 52
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Top 5 sectors attracting venture capital finance

Growth Business

By Tim Bird on Growth Business - Your gateway to entrepreneurial success It was a buoyant 2018 for venture capital investment into UK and European companies – a trend which defied broader concerns about international trade tensions, economic growth prospects and, of course, Brexit.

Finance 52