JD Supra: Mergers

OCTOBER 22, 2024

Section 1202 has gained popularity likely due to the significant decrease in the C corporation income tax rate enacted in 2017, in turn significantly reducing the cost of double taxation in such business structures. Search Funds should consider the availability of the tax benefits of Section 1202 in connection with their acquisitions.

Funds

Growth Business

NOVEMBER 6, 2023

In sectors such as cleantech and fintech, there are large corporates with their own venture capital arm looking to invest in disruptive start-ups. Here, we list active UK corporate venture capital (CVC) firms by sector focus – including cleantech, fintech and deep tech – and how much they invest in each company.

Corporation

The Harvard Law School Forum

SEPTEMBER 29, 2022

There’s a problem at the intersection of M&A and corporate crime. As a result, this problem could represent social cost in that one of corporate law’s key mechanisms for addressing business deficiencies—the market for corporate control—might fail when the deficiency in question is a culture of lawbreaking.

Corporation

JD Supra: Mergers

JUNE 2, 2023

In re Oracle Corporation Derivative Litigation, No. 2017-0337-SG (Del. May 12, By: Shearman & Sterling LLP

Corporation

JD Supra: Mergers

JULY 3, 2025

VeraNorth , founded in 2017 and based in Houston, is a private equity and investment management firm specializing in control-oriented healthcare investments. Coinciding with the launch of the fund, VeraNorth has acquired RN Express Registry. Terms of the acquisition were not disclosed.

Private Equity

TechCrunch: M&A

JUNE 13, 2023

The online party planning platform Punchbowl is rebranding to create a parent organization called Sincere Corporation. In 2017, CEO and founder Jon Wegener left the company to work for Snap. Additionally, it is also acquiring the personal memory capsule app Timehop — and yes, it still exists.

IT

Shearman & Sterling

MARCH 14, 2017

On March 6, 2017, in a decision authored by Justice Margot Botsford, the Massachusetts Supreme Judicial Court affirmed the dismissal of an action for breach of fiduciary duty brought by former shareholders of EMC Corporation against its directors in connection with its merger with Dell Inc., 129 Benefit Fund v. Tucci, SJC-12137 (Mass.

Corporation

European Investment Bank

JANUARY 2, 2024

Note #1: The document remains the version adopted in July 2017 – Only the editorial note on §2.4.2 Note #2: The document remains the version adopted in July 2017 – the rev 1.1 Note #2: The document remains the version adopted in July 2017 – the rev 1.1 Note #3: The document remains the version adopted in July 2017 (rev.

Corporation

Shearman & Sterling

JANUARY 30, 2017

On January 24, 2017, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery granted summary judgment in favor of plaintiff, a shareholder of Nutrisystem, Inc., On January 24, 2017, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery granted summary judgment in favor of plaintiff, a shareholder of Nutrisystem, Inc.,

Corporation

Business Standard - FInance

JULY 1, 2023

The chief of the Central Board of Indirect Taxes and Customs (CBIC) flagged that only 40 per cent of the corporate income taxpayer base is registered under Goods and Services Tax (GST). lakh businesses are registered under GST, launched 6 years ago on July 1, 2017. Currently, 1.39

Business

TechCrunch: M&A

APRIL 20, 2023

It’s a relative rarity in consumer electronics, a category dominated by corporations like Samsung, Apple and Sony, which are (perhaps understandably) somewhat risk averse. Co-founder and CEO Kyle Slater left Nura in 2017 and most recently served as the CPO of Melbourne-based medical technology company, Seer.

Medical

Shearman & Sterling

JULY 18, 2017

On July 10, 2017, Vice Chancellor Tamika Montgomery-Reeves of the Delaware Court of Chancery found plaintiff was not bound by stock transfer restrictions under which the company had sought to revoke his ownership and was therefore entitled to inspect the books and records of a company in which he held stock. Phixios Holdings, Inc.,

Corporation

Peak Frameworks

AUGUST 24, 2023

Given their growing influence, understanding their purpose, qualifications, and challenges can offer insight into the operational mechanisms of major corporations. Definition and Concept of an Independent Director This independence allows them to provide an unbiased perspective, making them an essential component of good corporate governance.

Government

Cooley M&A

SEPTEMBER 12, 2017

This two-day, multi-panel event will explore the development of corporate law, the evolving relationships between corporate stakeholders, M&A and what corporate lawmaking may look like in the future. October 26 – 27, 2017. Fairmont Hotel, San Francisco. More information.

Corporation

Shearman & Sterling

MAY 7, 2019

On April 30, 2019, Vice Chancellor Tamika Montgomery-Reeves of the Delaware Court of Chancery held that plaintiff Freeman Family LLC ("Freeman"), a member of Park Avenue Landing LLC (the "Company"), is entitled to advancement pursuant to Delaware corporate case law. Freeman Family LLC v. Park Avenue Landing LLC, No.

Corporation

Growth Business

NOVEMBER 2, 2023

By Dom Walbanke on Growth Business - Your gateway to entrepreneurial success Corporate venture capital is venture capital supplied by large corporates to high-growth start-ups. The likes of Google, BP and Unilever all have their own CVC divisions backing UK-based companies within their industries.

Corporation

Shearman & Sterling

MARCH 14, 2017

On March 6, 2017, in a decision authored by Justice Margot Botsford, the Massachusetts Supreme Judicial Court affirmed the dismissal of an action for breach of fiduciary duty brought by former shareholders of EMC Corporation against its directors in connection with its merger with Dell Inc., 129 Benefit Fund v. Tucci, SJC-12137 (Mass.

Corporation

Shearman & Sterling

NOVEMBER 21, 2017

On November 13, 2017, Vice Chancellor J. the "Company") under Delaware General Corporation Law Section 220. 2017-0138-VCL (Del. Travis Laster of the Delaware Court of Chancery rejected a stockholder's demand to inspect books and records of A. Shulman, Inc. Wilkinson v. A Schulman, Inc.,

Corporation

Shearman & Sterling

JANUARY 30, 2017

On January 24, 2017, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery granted summary judgment in favor of plaintiff, a shareholder of Nutrisystem, Inc., On January 24, 2017, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery granted summary judgment in favor of plaintiff, a shareholder of Nutrisystem, Inc.,

Corporation

Shearman & Sterling

APRIL 25, 2017

On April 17, 2017, Chancellor Andre G. Bouchard of the Delaware Court of Chancery ruled, in a post-trial decision, that defendant Cypress Semiconductor Corporation ("Cypress") must allow plaintiff and former Cypress CEO, T.J. § 220. Cypress Semiconductor Corp., 0070-AGB (Del.

Corporation

Cleary M&A and Corporate Governance Watch

MAY 12, 2023

In a recent decision, the Delaware Court of Chancery grappled with the question whether—and to what extent—claims for breach of fiduciary duty can be waived ex ante in a corporate shareholder agreement. Specifically, in New Enterprise Associates 14 LP v. in the case of fraud). [3] This view is not entirely accurate.

Corporation

Business Standard - FInance

JULY 3, 2023

Central Board of Indirect Taxes and Customs (CBIC) member (GST) Shashank Priya said the department is working to expand the taxpayer base and doing data triangulation with the corporate taxpayers in income tax regime. As per data, currently, only 40 per cent of the corporate income taxpayer base is also registered under GST.

Corporation

Shearman & Sterling

JULY 18, 2017

On July 10, 2017, Vice Chancellor Tamika Montgomery-Reeves of the Delaware Court of Chancery found plaintiff was not bound by stock transfer restrictions under which the company had sought to revoke his ownership and was therefore entitled to inspect the books and records of a company in which he held stock. Phixios Holdings, Inc.,

Corporation

Shearman & Sterling

OCTOBER 17, 2017

On October 12, 2017, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery agreed to impose an "incorporation-by-reference" condition on any production by Universal Health Services, Inc. ("UHS") in response to a books-and-records demand under Delaware General Corporation Law Section 220. 2017-0322-SG (Del.

Corporation

Shearman & Sterling

AUGUST 8, 2017

On July 27, 2017, Vice Chancellor Joseph R. 2017-0018-JRS (Del. July 27, 2017). The demand under Section 220 of the Delaware General Corporation Law, 8 Del. Genworth Fin.,

Corporation

Shearman & Sterling

FEBRUARY 14, 2017

On February 9, 2017, the Supreme Court of the State of Delaware affirmed the dismissal of a breach of fiduciary duty action brought by former shareholders of Volcano Corporation in connection with the acquisition of Volcano in a two-step all-cash tender offer and merger pursuant to Delaware General Corporation Law Section 251(h).

Mergers

Shearman & Sterling

MAY 7, 2019

On April 30, 2019, Vice Chancellor Tamika Montgomery-Reeves of the Delaware Court of Chancery held that plaintiff Freeman Family LLC ("Freeman"), a member of Park Avenue Landing LLC (the "Company"), is entitled to advancement pursuant to Delaware corporate case law. Freeman Family LLC v. Park Avenue Landing LLC, No.

Corporation

Shearman & Sterling

JULY 25, 2017

On July 21, 2017, Vice Chancellor J. Sprint Corporation, et al. & Clearwire Corporation, C.A. July 21, 2017). per share, notwithstanding that the transaction closed at $5.00 per share, notwithstanding that the transaction closed at $5.00 ACP Master, Ltd., & ACP Master, Ltd., 8508-VCL, C.A. 9042-VCL (Del.

Discounted Cash Flow

Shearman & Sterling

JANUARY 9, 2017

On January 4, 2017, Vice Chancellor Tamika Montgomery-Reeves of the Court of Chancery of the State of Delaware dismissed a putative class action complaint against United Capital Corporation ("United Capital"), its board of directors, and A.F. In re United Capital Corp., Stockholders Lit., 11619-VCMR (Del.

Mergers

Shearman & Sterling

JULY 23, 2019

2017-0931-JTL (Del. As we discussed in a prior post, Vice Chancellor Laster had previously granted summary judgment to a shareholder challenging the validity of forum-selection charter provisions adopted by three corporations requiring shareholders to litigate claims under the Securities Act of 1933 in federal courts. Salzberg, C.A.

Corporation

Shearman & Sterling

NOVEMBER 14, 2017

Lawal, C.A. 11963 (Del. Plaintiff alleged that the CEO—who together with an affiliated entity (Allied's parent company) controlled nearly 60% of Erin's shares—effectively stood on all sides of the challenged transactions and negotiated in his own self-interest.

Negotiation

Shearman & Sterling

AUGUST 22, 2017

On August 17, 2017, Chancellor Andre G. Bouchard of the Delaware Court of Chancery dismissed a shareholder suit asserting breach of fiduciary duty claims against the directors of MeadWestvaco Corporation ("MW") in connection with MW's strategic stock-for-stock merger with Rock-Tenn Company ("RockTenn").

Mergers

Shearman & Sterling

JULY 18, 2017

July 13, 2017). § 251(h). Berkman, C.A. 12844-VCMR (Del. Relying on Corwin v. KKR Financial Holdings LLC, 125 A.3d 3d 304 (Del. 2015) and In re Volcano Corp. Stockholder Litigation, 143 A.3d 3d 727 (Del.

Mergers

Shearman & Sterling

MARCH 7, 2017

On February 27, 2017, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery dismissed for lack of standing a lawsuit for inspection of corporate books and records brought by a former stockholder squeezed out in a two-step merger. 12931-VCG, 2017 WL 752179 (Del. Weingarten v. Monster Worldwide Inc.,

Corporation

Shearman & Sterling

FEBRUARY 14, 2017

On February 2, 2017, in Gordon v. Verizon Communications, Inc., 653084/13 (N.Y. at *21; see also In re Colt Indus. S'holder Litig., 2d 154 (N.Y. 1990), aff'd as modified sub nom. Colt Indus. S'holder Litig.

Mergers

Shearman & Sterling

JUNE 27, 2017

On June 19, 2017, the Supreme Court of Delaware affirmed the dismissal of a shareholder derivative suit against the board of directors of The Bank of New York Mellon Corporation ("BNYM") in which plaintiff had asserted a breach of fiduciary duty claim regarding certain alleged misconduct in the bank's foreign currency exchange business.

Business

Shearman & Sterling

SEPTEMBER 6, 2017

Stern, C.A. 12498-VCG (Del.

Mergers