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Delaware Superior Court Holds That Bump-Up Exclusion In D&O Insurance Does Not Apply To Securities Claims Arising Out Of An M&A Transaction

JD Supra: Mergers

On January 3, 2025, Judge Paul R. 2025 WL 24364 (Del. The Court found that the so-called bump-up exclusion, which excludes from coverage settlements that effectively increase a transactions value, was inapposite to a settlement of securities. Harman Intl Indus. Illinois Natl Ins. By: A&O Shearman

Insurance 161
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Delaware Court Holds Settlement of Underlying Securities Litigation Is Covered Under D&O Policy, Rejecting Insurers’ Assertion of the ‘Bump-Up’ Exclusion

JD Supra: Mergers

A Delaware court recently found for the policyholders in determining that a directors and officers (D&O) liability policy covered the settlement of an underlying action alleging violations of the Securities Exchange Act of 1934 (the Exchange Act). N22C-05-098 PRW CCLD, 2025 WL 84702 (Del. Illinois National Insurance Company, No.

Insurance 172
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Securities Litigation Alert: Second Circuit Applies Fraud-on-the-Market Presumption to Section 10(b) Claims Based on Missed Appraisal Opportunity

JD Supra: Mergers

On February 3, 2025, in In re Shanda Games Limited Securities Litigation, a divided panel of the U.S.

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Southern District Of California Grants Motion To Dismiss Securities Claims Against Hardware Company For Lack Of Statutory Standing And Failure To State A Claim

JD Supra: Mergers

HBK Master Fund L.P. MaxLinear Inc., 3:24-cv-01033-CAB-VET (S.D. Plaintiffs also brought. By: A&O Shearman

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FDI Outlook 2025: Navigating National Security Reviews in a Transforming Global Landscape

JD Supra: Mergers

As 2025 begins, the foreign direct investment (FDI) landscape continues to evolve at a rapid pace. Driven by geopolitical shifts, technological advancements, and changing regulatory priorities, businesses must navigate an increasingly complex web of national security reviews. By: Hogan Lovells

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Biden Blocks Nippon Steel Deal, but CFIUS Expected to Continue Clearing Japanese Investments in the United States

JD Supra: Mergers

On January 3, 2025, US President Joe Biden published an order blocking Nippon Steels proposed acquisition of US Steel, citing the Committee on Foreign Investment in the United States (CFIUS) finding that the deal would place one of Americas largest steel producers under foreign control and create risk for [US] national security and our critical supply (..)

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SEC Brings Suit Against Elon Musk for Failure to Report Twitter Ownership

JD Supra: Mergers

On January 14, 2025, the U.S. Securities and Exchange Commission (the SEC) sued Elon Musk over his 2022 acquisition of Twitter, Inc. stock and alleged failure to timely disclose a 5% ownership stake in Twitter, as required by federal securities laws. By: Cadwalader, Wickersham & Taft LLP

Stock 288