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Anatomy of a Stock Purchase Agreement

The M&A Lawyer

Most private M&A transactions are structured as acquisitions of stock , rather than mergers or asset purchases. The principal agreement governing such a transaction is typically a Stock Purchase Agreement (SPA), sometimes styled a Securities Purchase Agreement or simply a Purchase Agreement. Article 2: The Transaction.

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Delaware Court Of Chancery Validates Ratification Of Defective Corporate Acts Impacting Merger And Declines To Expand Universe Of Claims Classified As Both Direct And Derivative

Shearman & Sterling

Charles Almond as Trustee for the Almond Family 2001 Trust v. The claims related in large part to the documentation of a reverse stock split by DWR in 2010 that had the unintended effect of diluting the number of shares of common stock into which preferred stock could be converted by a factor of 50. 10477-CB (Del.

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Delaware Court Of Chancery Validates Ratification Of Defective Corporate Acts Impacting Merger And Declines To Expand Universe Of Claims Classified As Both Direct And Derivative

Shearman & Sterling

Charles Almond as Trustee for the Almond Family 2001 Trust v. The claims related in large part to the documentation of a reverse stock split by DWR in 2010 that had the unintended effect of diluting the number of shares of common stock into which preferred stock could be converted by a factor of 50. 10477-CB (Del.

Mergers 52
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Shareholders: Definitions, Role, and Types

Peak Frameworks

A shareholder is an individual, company, or institution that owns at least one share of a company's stock. Everyday trading on global stock markets like the New York Stock Exchange and the London Stock Exchange represents this right in action.

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Trader of the Year Hedge Fund: Conversant Capital’s David Alfred

The TRADE

I started my career at Bear Stearns in 2001, then migrated to Credit Suisse in 2008. My day may range from trading liquid US stocks to more illiquid European names. I was there through 2015, then Bank of America, before I joined Conversant Capital in early 2021.

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What is White Collar Crime: Types, Examples, Prevention and Detection

Peak Frameworks

Historical Overview: Shadows of the Past Who could forget the Enron scandal of 2001 ? Securities Fraud (misrepresenting information to investors) Securities fraud involves misrepresentations or omissions about a company's finances or other information relevant to its stock's value.

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Material Adverse Effect Clauses

The M&A Lawyer

2001) ; Hexion Specialty Chemicals, Inc. failure by the target to meet revenue or earnings projections. Unfortunately, case law interpreting MAE provisions is meager. However, three Delaware cases stand out as particularly important. They are: IBP, Inc. Tyson Foods, Inc. , 2d 14 (Del. Huntsman Corp. , 3841 (VCL) (Del. 29 2008) , and.

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