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Chalking Up a Victory for Deal Certainty, Delaware Court of Chancery Orders That Contested Merger Close | Insights

Snow Phipps Group, LLC v. KCake Acquisition, Inc. that ordered the defendant buyers to specifically perform their agreement to acquire DecoPac Holdings, Inc. (“DecoPac” or the Company), which sells cake decorations and technology for use in supermarket bakeries. The 125-page decision, which opens with a quote from the incomparable Julia Child (“A party without cake is just a meeting”), and is rightly described by the Court as a “victory for deal certainty,” offers a detailed analysis of several common contractual provisions in the time of COVID-19. Despite its length, it is a must-read for those interested in the drafting and negotiation of M&A agreements generally, and their operation during the COVID-19 pandemic specifically.

Vice Chancellor McCormick nominated to serve as Chancellor

Delaware Business Now Reading Time: 2 minutes Gov. John Carney on Friday announced judicial nominations, which will be sent to the Delaware Senate for consideration. Nominations include the head of one of the nation’s top business courts. Vice Chancellor Kathaleen McCormick will be nominated to serve as Chancellor. McCormick, Will McCormick would be the first woman to serve as Chancellor and replace Chancellor Andre Bouchard, retiring. Governor Carney nominated McCormick to serve as Vice Chancellor and was confirmed by the Delaware Senate in 2018. Previously, she was a partner in Wilmington at Young Conaway Stargatt & Taylor, where her practice focused on commercial, corporate, and alternative entity litigation in the Court of Chancery.

Facts Matter: A Fresh Look at Rights Plans and Fiduciary Duties | Akin Gump Strauss Hauer & Feld LLP

To embed, copy and paste the code into your website or blog: In mid-March 2020, concerned about opportunistic activist stockholders, a precipitous decline in oil prices and corresponding stock volatility, as well as uncertainty created by the unprecedented COVID-19 pandemic, the board of directors of the Williams Companies, Inc. (“Williams” or the “Company”) adopted a one-year stockholder rights plan with a five percent trigger (the “Williams Plan”). Less than a year later, the Delaware Court of Chancery, after reviewing the Williams Plan under the Unocal standard, permanently enjoined it, and found that the directors had breached their fiduciary duties, thereby rendering it unenforceable.

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