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The New Jersey Business Corporation Act to Permit Corporate Conversions/Domestications

JD Supra: Mergers

Effective November 4, 2023, the New Jersey Business Corporation Act (the Act) will be amended to permit conversions and domestications across all business entity types, including foreign and domestic corporations.

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Q2 2023 Quarterly Corporate / M&A decisions updates

JD Supra: Mergers

This quarter we are covering some key court decisions regarding securities and corporate governance issues. Supreme Court reaffirmed a majority of lower court decisions to require traceability in defining the term “such security” under the Securities Act of 1933.

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Lost-Premium Damages under Merger Agreement – Proposed Amendment to the DGCL in Light of Crispo vs. Musk

JD Supra: Mergers

On March 28, 2024, the Council of the Corporation Law Section of the Delaware State Bar Association (“DSBA”) issued proposed amendments to the Delaware General Corporation Law (“DGCL”), which, if signed into law, would become effective on August 1, 2024. No 2022-0666-KSJM, 2023 WL 7154477 (Del.

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Court of Chancery Dismisses Aiding And Abetting Fraud Claim Against Corporate Officers And Directors On Grounds That A Corporation Cannot Conspire With Itself

JD Supra: Mergers

2023-0470 PRW (Del. 14, 2024) - It is an axiom of Delaware law that a corporation acts through its human agents. This principle informs the causes of action available to would-be plaintiffs against a corporation and its human actors. 27, 2024, corrected Mar. By: Morris James LLP

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2023 Delaware Corporate and Commercial Case Law Year in Review

JD Supra: Mergers

Our criteria for selection are that the decision either meaningfully changed Delaware law or provided clarity or guidance on issues relevant to corporate and commercial transactions or litigation in Delaware. We present the decisions in no particular order.

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DOJ Continues Efforts to Encourage Voluntary Corporate Self-Disclosure with New Safe Harbor Policy

JD Supra: Mergers

On October 4, 2023, Deputy Attorney General Lisa Monaco announced the next (but not final) chapter of the U.S. Department of Justice’s concerted attempt to promote voluntary corporate self-disclosure of misconduct with a new Mergers & Acquisitions Safe Harbor Policy. By: Moore & Van Allen PLLC

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2023 ABA Private Target Deal Points Study

JD Supra: Mergers

US Corporate Article - The American Bar Association’s (ABA) Business Law Section has released its 2023 Private Target Deal Points Study (the “Study”), the flagship product of the Market Trends Subcommittee of the Mergers and Acquisitions Committee. private companies.