Two circuit courts have now rejected the Second Circuit's "predominantly foreign" exception to Morrison's "domestic transactions" test, which raises the prospect of inconsistent.
On May 10, 2021, in SEC v. Morrone, a panel of the U.S. Court of Appeals for the First Circuit held that the federal securities laws apply to securities transactions as long as.
IN THIS ISSUE
A Win for Deal Certainty, Delaware Court of Chancery Orders Closing of Cake Supplier Acquisition; Under Armour to Pay $9M to Settle SEC Charges Involving Disclosure Failures; First Circuit Upholds Decision Applying Federal Securities Laws to Solicitation of Foreign Investors; Delaware Court of Chancery Applies Business Judgment Rule in Dismissing Buyout Action Against Icahn.
On April 30, 2021, in
Snow Phipps Group, LLC v. KCake Acquisition, Inc. (Del. Ch.), Chancellor Kathaleen S. McCormick issued an order compelling affiliates of Kohlberg & Company, LLC to close their planned $550 million acquisition of DecoPac Holdings Inc., a supplier of cake decorations and technology for use in supermarket bakeries. Opening with a quote from Julia Childs (“A party without cake is just a meeting”), the court describes the decision as a “victory for deal certainty” and offers a detailed analysis of several common contractual provisions, and their operation, during the