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Delaware Business Court Insider

Court of Chancery Dismisses Fiduciary Duty Claims Related to Self-Tender Offer

In August 2022, Giant/Alpha allegedly used its controlling position in Playtika to cause the Playtika board to engage in a self-tender. In a previous ruling, Vice Chancellor Sam Glasscock found that the transaction conferred Giant/Alpha a nonratable benefit and denied Giant/Alpha's motion to dismiss claims against it arising from the transaction.
8 minute read

Delaware Business Court Insider

'MFW' Just Turned 10, but Is It Worth the Candle?

Practitioners generally lauded MFW as a welcome development that rebalanced the litigation risk landscape in a manner that enabled controlled companies to pursue a greater range of value-maximizing transactions. And in the decade that followed, many companies have taken advantage of the MFW framework to do just that.
7 minute read

Daily Business Review

Let's Embrace Corporate Social Responsibility

CSR is much more than a business being philanthropic and giving to charity. Writing a check, while often appreciated, is not CSR. It is vital in the workforce to allow and encourage your team and up-and-comers to engage in CSR.
6 minute read

Delaware Business Court Insider

Shareholder Primacy in Delaware Corporation Law: Court of Chancery Makes Clear That Delaware Law Assumes 'Single-Firm Model'

The Delaware Court of Chancery recently had the opportunity to weigh in on a plaintiff's unique theory of director and officer fiduciary duties arising out of the stakeholder capitalism model of corporate governance.
7 minute read

Delaware Business Court Insider

Chancery Reviews SPAC Precedents and Dismisses Complaint for Failure to Show Impairment of Stockholders' Redemption Rights

In the recent decision of In re Hennessy Capital Acquisition IV Shareholder Litigation, the Delaware Court of Chancery observed that the ensuing "abundance of SPAC fiduciary duty claims suggests that stockholder plaintiffs have taken notice," and that SPAC litigation had become "ubiquitous" in the court.
10 minute read

Delaware Business Court Insider

Rare Opposition to Proposed Del. Corporate Law Changes Is Voiced to House Committee

The current proposal has spurred pushback well beyond the norm, with 50 law professors sending a letter to legislators urging them to reconsider passing the bill and instead leave the questions raised by Moelis to be addressed on appeal by the Delaware Supreme Court.
5 minute read

Law.com

The Real Impact of the Biden Era on M&A

"Changes in the merger review process has undoubtedly increased the cost and resource burden on merging parties," write Elizabeth Suarez, Kaylynn Moss and Terry Calvani.
13 minute read

Law.com

Massachusetts Appeals Court Reinstates Customer's Discrimination Claims Against Dunkin' Donuts Franchise

The case law makes clear that the cook's conduct need not be solely or even predominantly motivated by a purpose to serve the employer, the court said.
5 minute read

Law.com

Recent Revisions to the NVCA Model Forms

The National Venture Capital Association (NVCA), the self-designated flagship trade association of the venture capital (VC) industry, has developed a widely used set of annotated model legal documents as the starting point for negotiating VC financing transactions.
9 minute read

The Legal Intelligencer

Judge Clears Way for Wiretap Claims Against Delta, JetBlue for Use of Session Replay Code

"The court found no source in this district or under this circuit to suggest that visitors to websites should justifiably expect to have all their actions recorded. On the contrary, courts have found that software like the Session Replay Code are not an expected component of internet activity," U.S. District Judge Robert J. Colville said.
6 minute read

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