Stockholder Vote Fails Corwin Test


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


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

New Tender Offer CDIs Issued by SEC’s Office of Mergers and Acquisitions


The SEC’s Division of Corporation Finance staff issued seven Tender Offers and Schedules C&DIs on November 18th in relation to aspects of the tender offer rules under Regulations 14D and 14E. As administered by the Division’s Office of Mergers and Acquisitions (OM&A), these interpretations shed additional light on certain discrete... Read More

Topics: M&A, Public Companies and Securities