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Separate Shareholder Vote to Approve Insider Transaction Found Coercive Under Corwin

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Sciabacucchi v. Liberty Broadband Corporation (Del. Ch. 2017) involved Charter Communications, Inc.’s (“Charter” or the “Company”) acquisition of Bright House Networks, LLC (“Bright House”) and the merger with Time Warner Cable (“TWC”).  One of the complained of matters in the transaction was Charter’s issuance of equity to an insider, the... Read More

Topics: M&A

FTC Announces Regulatory Reform Process

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The FTC explained it was undertaking the following regulatory reform steps in a press release: New groups within the Bureau of Competition and the Bureau of Consumer Protection are working to streamline demands for information in investigations to eliminate unnecessary costs to companies and individuals who receive them. Both enforcement... Read More

Topics: Consumer Protection, M&A, Trump

Stockholder Vote Fails Corwin Test

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In Re Saba Software, Inc. Stockholder Litigation considered whether a stockholder vote satisfied the Corwin test for a full informed, uncoerced vote to determine if the shift to the business judgement rule was warranted.  The Delaware Court of Chancery determined it did not. The opening paragraphs of the opinion sets forth... Read More

Topics: M&A

SEC Targets Lapses in Ownership Reporting in Battles for Corporate Control

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The SEC has recently announced settlement of enforcement actions targeting violations of beneficial reporting requirements under Section 13(d) of the Act. In one of the most recent actions (available here), the SEC’s Enforcement Staff brought proceedings against certain shareholder activists and their affiliate for failing to properly disclose beneficial ownership... Read More

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