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Delaware Requires Compliance With DGCL Provisions Governing Board Negotiation And Board And Stockholder Approval Requirements For Merger Agreements

JD Supra: Mergers

On February 29, 2024, Chancellor Kathaleen St. McCormick granted in part and denied in part defendants’ motion to dismiss claims seeking to invalidate the acquisition of a gaming company (“Target”) by a large technology company under Delaware General Corporation Law (“DGCL”) Sections 251 and 141 and asserting claims of conversion.

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Are Partner Retirement or Withdrawal Provisions in Governing Documents Subject to Section 409A of the Internal Revenue Code?

JD Supra: Mergers

As part of our ongoing series on tax issues for accounting firms, this article provides information on retirement or deferred compensation arrangements, the related rules of Section 409A of the Internal Revenue Code, and how these issues may impact M&A deal structures and negotiations. By: Levenfeld Pearlstein, LLC

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Corporate Transparency Act Risks for Startups and Venture-Backed Companies

JD Supra: Mergers

But the CTA presents unique analytical and reporting challenges for startups and venture backed companies because of the special economic and governance rights negotiated with investors in early stage and venture funding rounds. By: Farrell Fritz, P.C.

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Late-Night Negotiating Frenzy Left First Republic in JPMorgan’s Control

The New York Times: Mergers, Acquisitions and Dive

The resolution of First Republic Bank came after a frantic night of deal making by government officials and executives at the country’s biggest bank.

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Del. Chancery Refuses to Dismiss Claims Questioning Board Approval of Merger Agreement

Deal Lawyers

.; 2/24), Chancellor McCormick refused to dismiss a plaintiff’s claims that the Activision Blizzard board of directors “violated multiple provisions of the Delaware General Corporation Law (the “DGCL”) governing board negotiation and board and stockholder approval of merger agreements” when it authorized the company’s merger (..)

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Earnouts: Bridging the Gap in Price Negotiation

IBG

A powerful tool in negotiating a business’s purchase price, an earnout can bridge the gap between the amount that a buyer is willing to pay and the seller is willing to accept. Negotiations often result in a compromise, such as gross profit. The post Earnouts: Bridging the Gap in Price Negotiation appeared first on IBG Business.

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Delaware Requires Compliance With DGCL Provisions Governing Board Negotiation And Board And Stockholder Approval Requirements For Merger Agreements

Shearman & Sterling

On February 29, 2024, Chancellor Kathaleen St.

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