August, 2021

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Delaware Court Of Chancery Dismisses Post-Merger Claims For Alleged Violation Of DGCL § 203 And Breach Of Fiduciary Duty

Shearman & Sterling

On August 16, 2021, Vice Chancellor Joseph R. Slights III of the Delaware Court of Chancery dismissed breach of fiduciary duty and other claims brought by a stockholder of Genomic Health, Inc. (the "Company") in connection with its acquisition by Exact Sciences Corp. Flannery v. Genomic Health Inc., et al., C.A. No. 2020-0492-JRS (Del. Ch. Aug. 16, 2021).

Mergers 52
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Separation for Success

M&A Leadership Council

Mark Herndon, Chairman of the M&A Leadership Council shares part two of this series covering key requirements in supporting the buyer post-close and optimizing the Seller’s remaining business for maximum value when divesting a business. Last week in our first installment titled “ Separation for Success – Divesting for Maximum Value ,” we covered how to master the divestiture process by upgrading your pre-sale planning approach and the importance of playing both “offense and defense” in whe

M&A 52
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Cooley Stands Apart in Women and M&A Deal Leadership

Cooley M&A

A recently published article by UC Davis School Law Professor Afra Afsharipour, “ Women and M&A ,” shows that of the 20 firms handling the most significant public M&A transactions from 2014 to 2020, Cooley is the only firm with equal gender representation in leading roles across such deals. “The outlier position is a testament to how our M&A team has led the practice – and the industry – with grit and talent over many years,” said Joe Conroy, Cooley’s chairman and chief executive off

M&A 52
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China's regulatory reforms: Warranted, or a step too far?

Barkclays

Regulatory changes in China are affecting industries and global markets. Research analysts Ajay Rajadhyaksha and Avanti Save debate the policies’ merits and motivations. Regulatory changes in China are affecting industries and global markets. Research analysts Ajay Rajadhyaksha and Avanti Save debate the policies’ merits and motivations.

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15 Modern Use Cases for Enterprise Business Intelligence

Large enterprises face unique challenges in optimizing their Business Intelligence (BI) output due to the sheer scale and complexity of their operations. Unlike smaller organizations, where basic BI features and simple dashboards might suffice, enterprises must manage vast amounts of data from diverse sources. What are the top modern BI use cases for enterprise businesses to help you get a leg up on the competition?

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Delaware Court Of Chancery Declines To Apply Business Judgment Deference To Take-Private Merger Because Of "Deficiencies" In MFW Protections, Including That The Conditions Were Not Irrevocable

Shearman & Sterling

On July 23, 2021, Chancellor Kathaleen St. J. McCormick of the Delaware Court of Chancery denied defendants' motion to dismiss breach of fiduciary duty claims brought by a putative class of minority stockholders of Empire Resorts, Inc. (the "Company") challenging the Company's take-private acquisition by the Company's majority shareholder.

Mergers 52

More Trending

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Delaware Court Of Chancery Dismisses Post-Merger Claims For Alleged Violation Of DGCL § 203 And Breach Of Fiduciary Duty

Shearman & Sterling

On August 16, 2021, Vice Chancellor Joseph R. Slights III of the Delaware Court of Chancery dismissed breach of fiduciary duty and other claims brought by a stockholder of Genomic Health, Inc. (the "Company") in connection with its acquisition by Exact Sciences Corp. Flannery v. Genomic Health Inc., et al., C.A. No. 2020-0492-JRS (Del. Ch. Aug. 16, 2021).

Mergers 40
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Delaware Court Of Chancery Declines To Apply Business Judgment Deference To Take-Private Merger Because Of "Deficiencies" In MFW Protections, Including That The Conditions Were Not Irrevocable

Shearman & Sterling

On July 23, 2021, Chancellor Kathaleen St. J. McCormick of the Delaware Court of Chancery denied defendants' motion to dismiss breach of fiduciary duty claims brought by a putative class of minority stockholders of Empire Resorts, Inc. (the "Company") challenging the Company's take-private acquisition by the Company's majority shareholder.

Mergers 40
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Delaware Court Of Chancery Denies Motion To Dismiss Fiduciary Duty Breach Claim Against Derivative Plaintiffs For Failing To Turn Over Derivative Award To The Corporation

Shearman & Sterling

On July 15, 2021, Vice Chancellor Morgan T. Zurn of the Delaware Court of Chancery denied a motion by stockholders of OptimisCorp (the "Company") to dismiss claims brought by the Company against them for breach of fiduciary duty and unjust enrichment for failing to turn over to the Company a derivative arbitration award that they won in their capacity as derivative plaintiffs.