transcript   Transcript

Recent Developments in Delaware Law

Recorded on: Jul. 24, 2017
Running Time: 01:32:09

Full Transcript:

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Taken from the Web Program Delaware Law Developments 2017: What All Business Lawyers Need to Know recorded July, 2017 in New York.

Recent Developments in Delaware Law [01:32:09]
  • Standard of post-closing review of third-party M&A Deals
  • Disclosure-Only Settlements
  • Aiding and Abetting Liability
  • Direct vs. Derivative Revisited
  • Other recent cases/pending legislation
  • Section 220 Litigation
  • Entire Fairness and Transactions Involving Controllers

Gregory P. Williams, Gary A. Bornstein, Catherine G. Dearlove, William Lafferty, Scott B. Luftglass,  Theodore Mirvis, Pamela Tikellis

The purchase price of this segment includes the following article from the Course Handbook available online:

  • Corporate & Alternative Entities Companion 2017–2018
    William M. Lafferty
  • Takeover Law and Practice
    Theodore N. Mirvis
  • Recent Appraisal Decision Relies Solely on Merger Price to Determine “Fair Value”—And May Suggest Greater Receptivity to Downward Adjustments to Exclude Value of Synergies—Merion v. Lender Processing
    Scott Luftglass
  • Reaffirmation That Stockholder Vote Will Cleanse Non-Conflicted Controller Transactions and Even Those Transactions Approved By Boards That Allegedly Were Not Independent and Disinterested—Merge Healthcare
    Scott Luftglass
  • Court of Chancery Confirms Narrow Path for Success of Post-Closing Disclosure Claims—Nguyen v. Barrett
    Scott Luftglass
  • Court of Chancery Confirms Directors’ Self-Interest Does Not Exclude “Cleansing” Under Corwin—And Disclosure Is Sufficient If Stockholders Can “Stitch Together the Facts” to Infer Self-Interest—Columbia Pipeline
    Scott Luftglass
  • In Our View, Dell Has Not Increased the Risk of an Appraisal Award Higher than the Merger Price—But Highlights that a “Meaningfully” Competitive Sale Process Is the Key to Reducing the Risk
    Scott Luftglass
  • In Appraisal Case Involving Unusual Business Uncertainty, the Court of Chancery Rejects Sole Reliance on the Merger Price Despite “Robust” Sale Process—DFC Global
    Scott Luftglass
  • Unusual Facts Preclude “Cleansing” of Stockholder-Approved Merger, But the Power of Corwin Continues—Saba Software
    Scott Luftglass
  • Solera Decision Underscores (Again) Difficulties of Challenging a Transaction That Was Approved by Disinterested Stockholders
    Scott Luftglass
  • Court of Chancery Notes Uncertainty Whether Unocal Heightened Scrutiny Applies in Corwin Stockholder-Approved Transactions—Paramount Gold & Silver
    Scott Luftglass
  • Further Confirmation that Obtaining Post-Closing Damages in Non-Controller M&A Transactions Will Be Very Difficult for Plaintiffs—Comstock and Larkin
    Scott Luftglass
  • Presentation Material
  • Recent Developments in Delaware Law
    Catherine G. Dearlove
  • Recent Developments in Delaware Law
    William M. Lafferty, Scott Luftglass
  • Recent Developments in Delaware Law
    Theodore N. Mirvis
Gary A Bornstein ~ Cravath, Swaine & Moore LLP
Catherine G Dearlove ~ Richards, Layton & Finger, P.A.
William M Lafferty ~ Morris, Nichols, Arsht & Tunnell LLP
Scott Luftglass ~ Fried Frank Harris Shriver & Jacobson
Theodore N Mirvis ~ Wachtell, Lipton, Rosen & Katz
Pamela S Tikellis ~ Chimicles & Tikellis LLP
Gregory P Williams ~ Richards, Layton & Finger, P.A.
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