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Corporate Counsel

Legal Chiefs Snaring Hefty Golden Parachutes as Merger Activity Perks Up

"I think there is a point that they become so large that they encourage executives to take the deal, regardless of whether it is in the best interests of the shareholders," said Cindy Schipani, a professor of business law at the University of Michigan.
4 minute read

New York Law Journal

Delaware Court Invalidates Portions of Stockholder Agreement

A Delaware Court of Chancery decision to invalidate significant portions of a stockholder agreement could have a marked impact on public companies, impacting M&A activities such as joint ventures, settlements with activist investors and minority venture capital investments.
7 minute read

Delaware Business Court Insider

Trustee Can Continue $250M Fraud Case Against Clayton, Dubilier & Rice

A motion to dismiss filed by the private equity firm's Debevoise & Plimpton attorneys argued a liquidation trustee for a soap and hair care product distributor didn't have standing to bring fraud claims and hadn't adequately pled them in the complaint.
3 minute read

Daily Report Online

Ga. Appellate Judges Rule Conflicts of Interest in Shareholder Derivative Lawsuit as 'Speculation'

The defendant-appellees' takeaway? Become familiar with the terms of a business's operating agreement before you invest.
4 minute read

The Legal Intelligencer

The Impact of the IRA on ESG: Preparing for Opportunity

The primary focus of the IRA is the reduction of greenhouse gas emissions, which is squarely in line with ESG's environmental principles.
9 minute read

New York Law Journal

A 'True Visionary': Ira Millstein, Longtime Weil Partner and Corporate Governance 'Guru,' Dies at 97 

While Ira Millstein may be credited as a consequential figure for American corporate life in the latter half of the 20th century, he may be remembered just as well for his work in the public sphere.
6 minute read

Texas Lawyer

$88K in Attorney Fees Wiped Out in Improperly Pled Bitcoin Suit

Coinmint, a cryptocurrency mining company, was denied attorney fees for work performed in Delaware, but retained its right by default judgment to buy out Mintvest's interest in the company.
5 minute read

Delaware Business Court Insider

A Legal 'Doomsday'?: Delaware Faces Criticism at Tulane Conference

Merger and acquisition practitioners are having a difficult time figuring out how best to counsel their clients, and litigators are left with questions on how best to make their case to the Court of Chancery.
4 minute read

Corporate Counsel

Ex-Director Blasts Trucking Company Over Resignation Disclosure

"As a shareholder of Werner Enterprises. I strongly believe an immediate course correction towards a shareholder focus is urgently needed to get the Company and its stock moving in the right direction." former Werner Enterprises director Vikram Mansharamani said in a letter to the company this week.
5 minute read

Delaware Business Court Insider

Derivative Suit Claiming Directors Breached Duty of Oversight in Alleged 'Overfilled and Overbilled' Insulin Scheme Dismissed

In a recent memorandum opinion dismissing a suit brought by stockholders derivatively on behalf of Walgreens Boots Alliance, Inc. (Walgreens), Vice Chancellor Lori Will of the Delaware Court of Chancery issued a reminder of the "narrow confines" in which a successful Caremark claim lives.
8 minute read

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