Dodd-Frank.com

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

Caremark Claim Against Audit Committee Survives Dismissal

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Kandi Technologies Group, Inc. is a publicly traded Delaware corporation based in China. The Company struggled persistently with its financial reporting and internal controls, encountering particular difficulties with related-party transactions. The complaint filed in Hughes v. Hu describes problems dating back to 2010. In March 2014, the Company publicly announced... Read More

Topics: Litigation, Public Companies and Securities

SDNY Grants Preliminary Injunction to Halt Telegram Coin Offering

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The Southern District of New York granted the SEC’s request for a preliminary injunction halting a coin offering in Securities and Exchange Commission v. Telegram Group Inc. et al.  Among other things, the Court found that the SEC has shown a substantial likelihood of success in proving that Telegram’s plan... Read More

Topics: Blockchain Technology, Litigation, Public Companies and Securities

Delaware Supreme Court Finds Federal Forum Selection Provisions are Facially Valid

The Delaware Supreme Court held federal-forum provisions, or FFPs, in charters of Delaware corporations are facially valid in Salzberg et al v. Sciabacucchi.  The FFPs at issue generally provided that the federal district courts of the United States of America shall be the exclusive forum for the resolution of any... Read More

Topics: Litigation, Private Equity, Public Companies and Securities