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Firefighters’ Pension System of the City of Kansas City, Missouri Trust v. Presidio, Inc., Vice Chancellor Laster of the Delaware Court of Chancery dismissed claims against directors of Presidio, Inc. (Presidio) and Presidio’s controlling stockholder arising out of the sale of Presidio, while sustaining claims against Presidio’s Chairman/CEO, the buyer (Buyer) and Presidio’s financial advisor. The case is notable for the stockholder plaintiff’s allegation of an undisclosed “tip” from the financial advisor to the buyer that purportedly allowed the buyer to strategically increase and structure its offer and close the deal.
The decision which the court labeled as an “Opinion,” indicating it was intended to cover significant or novel issues addresses several deal litigation topics and is worthy of analysis by M&A practitioners. The court discusses (i) the applicable standard of review for the sale of a controlled company to a third party, and the applicability
Court of Chancery Orders Production of Emails, Denies Production of Privileged Communications in Books and Records Action
Emps.’ Ret. Sys. of R.I. v. Facebook, Inc.,
C.A. No. 2020-0085-JRS (Del. Ch. Feb. 10, 2021)
In a post-trial opinion, Vice Chancellor Joseph R. Slights III granted a stockholder’s request to inspect directors’ nonprivileged electronic communications, including emails, concerning settlement negotiations for the purpose of investigating whether Facebook overpaid in the settlement to protect its CEO, Mark Zuckerberg, from substantial personal liability.
In July 2019, in connection with a data breach, Facebook agreed to pay $5 billion to the Federal Trade Commission (FTC) in exchange for the release of claims against the company and Mr. Zuckerberg personally. Facebook stockholder Employees’ Retirement System of Rhode Island (ERSRI) sought books and records to investigate whether Facebook spent corporate assets to protect Mr. Zuckerberg. Facebook produced so
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On May 6, 2021, Vice Chancellor Zurn of the Delaware Court of Chancery issued a 200-page decision denying a motion to dismiss in
In re Pattern Energy Group Inc. Stockholders Litigation, a class action challenging the $6.1 billion go-private, all-cash sale of Pattern Energy Group Inc. (“Pattern Energy” or the “Company”) to Canada Pension Plan Investment Board (“Canada Pension”). The transaction was narrowly approved by 52% of the Pattern Energy stockholders on March 10, 2020, with both ISS and Glass Lewis recommending stockholders vote against the sale. The sale closed on March 16, 2020.
Despite having many of the traditional hallmarks of a sound sales process a disinterested and independent special committee authorized to conduct the process, non-conflicted legal and financial advisors counseling the special committee, and multiple viable potential buyers submitting offers the Court denied a motion to
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Corwin Cleansing Denied Again: Delaware Court of Chancery Green Lights Claims Alleging Loyalty Breaches Tainting Company Sales Process in In re Pattern Energy Group Inc. Stockholders Litigation Tuesday, May 18, 2021
On May 6, 2021, Vice Chancellor Zurn of the Delaware Court of Chancery issued a 200-page decision denying a motion to dismiss in
In re Pattern Energy Group Inc. Stockholders Litigation, a class action challenging the $6.1 billion go-private, all-cash sale of Pattern Energy Group Inc. (“Pattern Energy” or the “Company”) to Canada Pension Plan Investment Board (“Canada Pension”)
1. The transaction was narrowly approved by 52% of the Pattern Energy stockholders on March 10, 2020, with both ISS and Glass Lewis recommending stockholders vote against the sale. The sale closed on March 16, 2020.