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Mergers Involving Delaware LLCs Don t Trigger Appraisal Rights - Except When They Do | Dorsey & Whitney LLP

To embed, copy and paste the code into your website or blog: When parties consider an M&A transaction involving a merger, a factor that is top of mind for counsel is complying with the statutory appraisal procedures afforded to holders of equity in the merging entity who do not consent to the transaction – particularly where it is expected that a portion of the shareholder base will not approve of the transaction. Section 262 of the Delaware General Corporation Law protects shareholders of Delaware corporations who do not consent to a merger by providing for statutory appraisal rights, unless the shareholders have otherwise waived or “opted out” of these protections. Statutory appraisal rights entitle dissenting shareholders who comply with the statutory requirements to file a petition in the Delaware Court of Chancery demanding a determination of the fair value of their stock. Many other states, including California, New York, and Minnesota, have adopted statutes providing fo

Form 10-K IDEAYA Biosciences, Inc For: Dec 31

Form 10-K IDEAYA Biosciences, Inc For: Dec 31
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Delaware Supreme Court Holds That Fraud Is Insurable Under D&O Policy - Corporate/Commercial Law

To print this article, all you need is to be registered or login on Mondaq.com. The Delaware Supreme Court unanimously affirmed a trial court judgment requiring a directors and officers (D&O) excess insurer to pay a claim for losses predicated on fraudulent conduct of the director and CEO of a corporation, holding that such losses are insurable under Delaware law and coverage is not barred by Delaware public policy. The Court also held that Delaware law applied to the insurance policy in the case, stating that a choice of law analysis for a D&O policy will most often reveal that a corporation s

The Delaware Supreme Court s Murdock Coverage Ruling is a Challenge for D&O Insurers | White and Williams LLP

On March 3, 2021, the Delaware Supreme Court issued a unanimous decision in RSUI Indemnity Company v. David H. Murdock & Dole Food Company that affirmed all of the trial court’s pro-insured coverage rulings relating to choice of law, insurability of fraud-based claims and allocation between covered and non-covered losses. This decision resolves several frequently debated coverage disputes in the directors and officers (D&O) insurance context. Insurers of Delaware corporations must take heed of this outcome, and consider revisiting policy forms as the D&O insurance market continues to harden. Choice of Law Favors Delaware for Claims against Fiduciaries of Delaware Corporations

Inside the Courts – An Update From Skadden Securities Litigators - March 2021 | Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - March 2021 | Skadden, Arps, Slate, Meagher & Flom LLP
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