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Delaware Requires Compliance With DGCL Provisions Governing Board Negotiation And Board And Stockholder Approval Requirements For Merger Agreements

JD Supra: Mergers

On February 29, 2024, Chancellor Kathaleen St. McCormick granted in part and denied in part defendants’ motion to dismiss claims seeking to invalidate the acquisition of a gaming company (“Target”) by a large technology company under Delaware General Corporation Law (“DGCL”) Sections 251 and 141 and asserting claims of conversion.

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Corporate Transparency Act Risks for Startups and Venture-Backed Companies

JD Supra: Mergers

But the CTA presents unique analytical and reporting challenges for startups and venture backed companies because of the special economic and governance rights negotiated with investors in early stage and venture funding rounds. By: Farrell Fritz, P.C.

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Are Partner Retirement or Withdrawal Provisions in Governing Documents Subject to Section 409A of the Internal Revenue Code?

JD Supra: Mergers

As part of our ongoing series on tax issues for accounting firms, this article provides information on retirement or deferred compensation arrangements, the related rules of Section 409A of the Internal Revenue Code, and how these issues may impact M&A deal structures and negotiations. By: Levenfeld Pearlstein, LLC

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FTC Issues Final Rule Overhauling and Increasing the Burden of HSR Filings

JD Supra: Mergers

After what is described as “intense negotiations” among the commissioners, the Federal Trade Commission (FTC) has unanimously approved a substantial overhaul to the rules governing the documents and information that must be submitted as part of the parties’ premerger notification filings under the Hart-Scott-Rodino Antitrust Improvements (HSR) Act.

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Late-Night Negotiating Frenzy Left First Republic in JPMorgan’s Control

The New York Times: Mergers, Acquisitions and Dive

The resolution of First Republic Bank came after a frantic night of deal making by government officials and executives at the country’s biggest bank.

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The New Labour Government – 5 changes to employment law businesses need to know

Growth Business

By Chris Hadrill on Growth Business - Your gateway to entrepreneurial success Improving workers’ rights was at the heart of the Labour Party’s manifesto for the 2024 General Election, and on 17 July 2024 the King’s Speech laid out the new Labour Government’s plans to strengthen worker rights, as well as to improve the state of the UK economy.

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Del. Chancery Refuses to Dismiss Claims Questioning Board Approval of Merger Agreement

Deal Lawyers

.; 2/24), Chancellor McCormick refused to dismiss a plaintiff’s claims that the Activision Blizzard board of directors “violated multiple provisions of the Delaware General Corporation Law (the “DGCL”) governing board negotiation and board and stockholder approval of merger agreements” when it authorized the company’s merger (..)

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