Dodd-Frank M&A
Updates to Minnesota Corporate Laws
M&A, Public Companies and Securities The Minnesota legislature is on the verge of approving several changes to the Minnesota Business Corporation Act, Chapter 302A of the Minnesota Statutes (the MBCA), in order to modernize the statute and follow the lead of Delaware in several areas. The bill in question passed the Minnesota House of Representatives on March 12th and had […] Read more →
Business Judgment or Entire Fairness: The Meaning of Delaware’s Interested Director Statute
M&A Cummings v. Eden et al was a case where the Delaware Court of Chancery examined allegations that members of a board of directors breached their fiduciary duties in connection with... Read more →
Court Considers Interaction between Alleged Controlling Stockholder and Corwin
M&A In Re Rouse Properties, Inc. Fiduciary Litigation considers what the Delaware Court of Chancery describes as a pattern in the post-Corwin, post-MFW world. The pattern involves... Read more →
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... Read more →