In Chester County Employees’ Retirement Fund v. KCG Holdings, Inc. et al the Delaware Court of Chancery considered the interplay between the Corwin and Revlon doctrines. In July 2017, Virtu Financial, Inc. (“Virtu”) acquired KCG Holdings, Inc. (“KCG”) for $20 per share. A former KCG stockholder alleged KCG’s directors failed... Read More
FASB has taken a major step towards approving accounting relief for companies required to modify contracts as a result of new global reference rates which are expected as a result of the expected transition away from LIBOR. The Board tentatively decided that for a contract that meets certain criteria, a... Read More
In Marchand v. Barnhill et al the Delaware Supreme Court overturned the Court of Chancery’s decision to dismiss a complaint asserting a Caremark cause of action for failure to state a claim. The case involved Blue Bell Creameries USA, Inc., one of the country’s largest ice cream manufacturers. Blue Bell... Read More
The FTC published its views on divestiture packages used to obtain clearance under the HSR Act. According to the FTC: “Before putting pen to paper, parties should discuss with Bureau staff what assets, rights, and personnel should be included in the divestiture package. For instance, assets outside the market of... Read More
In Howland Jr. v. Kumar et al the Delaware Court of Chancery addressed the alleged spring-loading of options in connection with the repricing of options when considering a motion to dismiss. In that case, a stockholder of Anixa Biosciences, Inc. challenged the 2017 repricing of stock options held by Anixa’s... Read More
In July 2015, Toshiba Corporation (“Toshiba”) revealed that it had overstated its profits by billions of dollars. As a result, Toshiba implemented a plan to sell a subsidiary to Canon Inc. (“Canon”). In March 2016, Toshiba sold to Canon its subsidiary Toshiba Medical Systems Corporation (“TMSC”), and Canon paid Toshiba... Read More
It has been widely reported that the SEC sued Kik Interactive Inc. for conducting an illegal $100 million securities offering of digital tokens. The SEC charges that Kik sold the tokens to U.S. investors without registering their offer and sale as required by the U.S. securities laws. To many crypto... Read More
Quoting both a nearly 70-year-old decision and a nearly 30-year-old SNL skit, the Delaware Court of Chancery, in Stein v. Blankfein et al, reaffirmed that in most circumstances decisions of directors awarding director compensation are subject to review under the entire fairness standard. The Court also addressed the possibility of... Read More
In a review of a PCAOB disciplinary proceeding the SEC took the rare step of cancelling the PCAOB’s finding that an audit partner of a Big Four firm engaged in repeated instances of negligent conduct during the audit of a mortgage REIT’s financial statements. The facts were extreme. The audit... Read More
In Shareholder Representative Services LLC v. RSI Holdco, LLC et al, the Delaware Court of Chancery considered when a buyer can use the acquired company’s privileged pre-merger attorney-client communications in post-closing litigation against the sellers. The question arises because at closing all computer systems and email servers are acquired by... Read More