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Delaware Supreme Court Examines Director Liability for Acquisitions

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In McElrath v. Kalanick et al, the Delaware Supreme Court examined the liability of directors of Uber for an acquisition.  The case arose out of Uber’s acquisition of Ottomotto LLC.  Otto was founded by Anthony Levandowski, a former employee of “Waymo.” Waymo is a subsidiary of Google, and is engaged... Read More

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

Chancery Finds General Counsel Potentially Liable for Misleading Tender Offer Documents

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Morrison v. Berry considers Plaintiff’s claims for damages following the purchase of a grocery-store chain, The Fresh Market, Inc. (“Fresh Market” or the “Company”) by Apollo investment entities. The Plaintiff was a former stockholder of the Company, purportedly acting on behalf of the stockholder class. She alleges that certain Fresh... Read More

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

SEC Sets Disclosure Expectations on IP Risks Associated with International Operations

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The SEC has issued new guidance it believes will assist public companies both in assessing materiality and in drafting disclosure related to risks to technology and intellectual property that may result from conducting business outside the United States.  The SEC believes that this is important for jurisdictions that do not... Read More

Topics: Public Companies and Securities

SEC Proposes to Update the Definition of “Accredited Investor”

The SEC has proposed amendments to the definition of “accredited investor” to add new categories of qualifying natural persons and entities and to make certain other modifications to the existing definition. Specifically, the proposed amendments: would add new categories of natural persons that may qualify as accredited investors based on... Read More

Topics: Public Companies and Securities

PCAOB Reviews a Few Early CAMs

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The PCAOB announced it has conducted a limited review of audit reports of large accelerated filers reporting critical audit matters or CAMs. As a starting matter, the PCAOB’s report seems to implicitly and perhaps explicitly assume that its audit standard requiring the reporting of CAMs provides “more useful and timely... Read More

Topics: Public Companies and Securities

SEC Proposes Changes to Shareholder Proposal Rules and Rules Governing Proxy Advisors

At an open meeting on November 5th, SEC Commissioners voted 3-2 to propose potentially significant changes to the shareholder proposals process under Rule 14a-8 with respect to the bases upon which issuers can seek to omit shareholder proposal from their proxy materials. The proposed amendments to the shareholder proposal process... Read More

Topics: Public Companies and Securities