Dodd-Frank.com

Developments in Securities Regulation, Corporate Governance, Capital Markets, M&A and Other Topics of Interest

Homefed: MFW Conditions Not Timely Implemented

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In Re Homefed Corporation Stockholder Litigation arose from a transaction in which Jefferies Financial Group Inc., the 70% stockholder of HomeFed Corporation, acquired the rest of the shares of the company in July 2019 by exchanging two of its shares for each share of HomeFed held by its minority stockholders.... Read More

Topics: M&A

Delaware Supreme Court Interprets Books and Records Provision of Limited Partnership Agreement

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In Murfey v WHC Ventures, LLC the Delaware Supreme Court interpreted the books and records provisions of three limited partnership agreements.  The plaintiff wanted Schedule K-1s attached to the partnerships’ tax returns.  The partnerships countered that the K-1s were not “necessary and essential” to plaintiffs’ valuation purpose. The Court of... Read More

Topics: Private Equity

Director’s Undisclosed Conflict Prevents Application of Business Judgment Rule in Acquisition

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City of Fort Myers General § Employees’ Pension Fund v Haley, which was commenced in the Delaware Court of Chancery, grew out of the merger of equals between Towers Watson & Co. and Willis Group Holdings Public Limited Company.   Although Towers had stronger performance and greater market capitalization, under the... Read More

Topics: Litigation, M&A, Public Companies and Securities

SEC Updates COVID-19 Reporting Guidance

The SEC’s Division of Corporation Finance (Division) has issued disclosure guidance in the form of CF Disclosure Guidance: Topic No. 9A addressing COVID-19 disclosure considerations regarding operations, liquidity and capital resources. The Guidance supplements CF Disclosure Guidance Topic 9 which provided the Division’s initial views on disclosure and other securities... Read More

Topics: Public Companies and Securities