CEO’s Statements Preclude Reliance on Deal Price in Appraisal Proceeding
M&A The recent decisions by the Delaware Supreme Court regarding appraisal rights decisions in DFC and Dell provide that the appraisal statute requires that the trial judge must consider “all relevant factors,” and that no presumption in favor of transaction price obtains. Where, however, the transaction price represents an unhindered, informed, and competitive market valuation, the […] Read more →
Delaware Supreme Court Finds Failure to Disclose Director Dissent in M&A Transaction Material
M&A The Delaware Supreme Court found the failure to disclose the Chairman of the Board’s dissent to a tender offer in a Schedule 14D-9 to be material in Appel v. Berkman. The case... Read more →
Nasdaq Proposes Changes to Shareholder Approval Rule for 20% Issuances
Public Companies and Securities Nasdaq has proposed to amend its rule regarding shareholder approval for certain securities issuances. Currently the rule requires shareholder approval for security issuances for... Read more →
ISS Proxy Research Reports to Include Environmental, Social, and Governance QualityScores
Public Companies and Securities Institutional Shareholder Services Inc., or ISS, announced the launch of Environmental & Social QualityScore, a new component of ISS’ corporate profiling and scoring... Read more →