August, 2021

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Delaware Court Of Chancery Dismisses Post-Merger Claims For Alleged Violation Of DGCL § 203 And Breach Of Fiduciary Duty

Shearman & Sterling

On August 16, 2021, Vice Chancellor Joseph R. Slights III of the Delaware Court of Chancery dismissed breach of fiduciary duty and other claims brought by a stockholder of Genomic Health, Inc. (the "Company") in connection with its acquisition by Exact Sciences Corp. Flannery v. Genomic Health Inc., et al., C.A. No. 2020-0492-JRS (Del. Ch. Aug. 16, 2021).

Mergers 52
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Cooley Stands Apart in Women and M&A Deal Leadership

Cooley M&A

A recently published article by UC Davis School Law Professor Afra Afsharipour, “ Women and M&A ,” shows that of the 20 firms handling the most significant public M&A transactions from 2014 to 2020, Cooley is the only firm with equal gender representation in leading roles across such deals. “The outlier position is a testament to how our M&A team has led the practice – and the industry – with grit and talent over many years,” said Joe Conroy, Cooley’s chairman and chief executive off

M&A 52
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China's regulatory reforms: Warranted, or a step too far?

Barkclays

Regulatory changes in China are affecting industries and global markets. Research analysts Ajay Rajadhyaksha and Avanti Save debate the policies’ merits and motivations. Regulatory changes in China are affecting industries and global markets. Research analysts Ajay Rajadhyaksha and Avanti Save debate the policies’ merits and motivations.

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Separation for Success

M&A Leadership Council

Mark Herndon, Chairman of the M&A Leadership Council shares part two of this series covering key requirements in supporting the buyer post-close and optimizing the Seller’s remaining business for maximum value when divesting a business. Last week in our first installment titled “ Separation for Success – Divesting for Maximum Value ,” we covered how to master the divestiture process by upgrading your pre-sale planning approach and the importance of playing both “offense and defense” in whe

M&A 52
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Navigating the Future: Generative AI, Application Analytics, and Data

Generative AI is upending the way product developers & end-users alike are interacting with data. Despite the potential of AI, many are left with questions about the future of product development: How will AI impact my business and contribute to its success? What can product managers and developers expect in the future with the widespread adoption of AI?

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Delaware Court Of Chancery Declines To Apply Business Judgment Deference To Take-Private Merger Because Of "Deficiencies" In MFW Protections, Including That The Conditions Were Not Irrevocable

Shearman & Sterling

On July 23, 2021, Chancellor Kathaleen St. J. McCormick of the Delaware Court of Chancery denied defendants' motion to dismiss breach of fiduciary duty claims brought by a putative class of minority stockholders of Empire Resorts, Inc. (the "Company") challenging the Company's take-private acquisition by the Company's majority shareholder.

Mergers 52

More Trending

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Delaware Court Of Chancery Dismisses Post-Merger Claims For Alleged Violation Of DGCL § 203 And Breach Of Fiduciary Duty

Shearman & Sterling

On August 16, 2021, Vice Chancellor Joseph R. Slights III of the Delaware Court of Chancery dismissed breach of fiduciary duty and other claims brought by a stockholder of Genomic Health, Inc. (the "Company") in connection with its acquisition by Exact Sciences Corp. Flannery v. Genomic Health Inc., et al., C.A. No. 2020-0492-JRS (Del. Ch. Aug. 16, 2021).

Mergers 40
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Delaware Court Of Chancery Declines To Apply Business Judgment Deference To Take-Private Merger Because Of "Deficiencies" In MFW Protections, Including That The Conditions Were Not Irrevocable

Shearman & Sterling

On July 23, 2021, Chancellor Kathaleen St. J. McCormick of the Delaware Court of Chancery denied defendants' motion to dismiss breach of fiduciary duty claims brought by a putative class of minority stockholders of Empire Resorts, Inc. (the "Company") challenging the Company's take-private acquisition by the Company's majority shareholder.

Mergers 40
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Delaware Court Of Chancery Denies Motion To Dismiss Fiduciary Duty Breach Claim Against Derivative Plaintiffs For Failing To Turn Over Derivative Award To The Corporation

Shearman & Sterling

On July 15, 2021, Vice Chancellor Morgan T. Zurn of the Delaware Court of Chancery denied a motion by stockholders of OptimisCorp (the "Company") to dismiss claims brought by the Company against them for breach of fiduciary duty and unjust enrichment for failing to turn over to the Company a derivative arbitration award that they won in their capacity as derivative plaintiffs.