Legal News

In a webinar held on 10 December 2020, Skadden partners Sonia Nijjar, Simon Toms and Ingrid Vandenborre were joined by Charles River Associates (CRA) Senior Adviser and Deputy Chair of the Bank of England’s Enforcement Decision Making Committee Philip Marsden and CRA Vice President Oliver Latham to discuss fintech M&A trends and developments, including......By: Skadden, Arps, Slate, Meagher & Flom LLP

The European Union (EU)-U.K. Trade and Cooperation Agreement (TCA) governing post-Brexit trade relations between the U.K. and the EU includes provisions regulating EU/U.K. antitrust enforcement and cooperation effective January 1, 2021......By: Skadden, Arps, Slate, Meagher & Flom LLP

This issue covers important, developing areas of Delaware corporation law and deal litigation, including an increased focus on officer-related actions in merger litigation, the treatment of Caremark claims after Marchand and Clovis, fiduciary duty actions against executive directors following transactions approved by a disinterested and independent board, and recent guidance regarding when the deferential business judgment standard of review may apply to controlling stockholder “squeeze-out”.....

In 2014, the Delaware Supreme Court’s landmark Kahn v. M&F Worldwide Corp.1 (MFW) decision established that the deferential business judgment standard of review could apply to controlling stockholder “squeeze-out” mergers under certain circumstances. Six necessary conditions must be satisfied for a transaction to obtain business judgment review under MFW: (i) the transaction is conditioned ab initio, or “from inception,” on the approval of a special committee and a majority-of-the-minority....

More than a decade ago in the seminal case Gantler v. Stephens, the Delaware Supreme Court clarified that officers of Delaware corporations owe the same fiduciary duties of care and loyalty that directors owe to the corporation and its stockholders. While directors and officers owe the same fiduciary duties, they are not entitled to the same defenses. Section 102(b)(7) of the Delaware General Corporation Law (DGCL) permits a corporation to adopt a provision in its certificate of incorporation.....

Le 25 novembre 2020, la Cour de cassation a opéré un revirement de jurisprudence important pour la pratique des affaires, en décidant que la responsabilité pénale d’une société absorbée, de nature à donner lieu à une peine d'amende ou de confiscation, pouvait désormais être transmise à la société absorbante dans le cadre d'une opération de fusion-absorption entre sociétés commerciales. Les due diligence pré-fusions en matière de conformité et de risque pénal deviennent d'autant plus nécessaires...

The U.K. Competition & Markets Authority (CMA), which is on the cusp of becoming an independent merger regulator post-Brexit, is already known for its readiness to investigate global digital deals, issue freezing orders and apply future-gazing theories of harm based on long-term horizons (five or more years). The CMA’s 2019 Lear Report recommended using merger control more aggressively to intervene in digital markets, and these recommendations have been taken up in recent consultations on...By:...

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between July and October 2020. Class Certification - Cryptocurrency – Definition of a Security - Derivative Litigation – Demand Futility - Fiduciary Duties - Insider Trading Claims - Investment Company Act - Loss Causation - PSLRA – Safe Harbor Provision - SEC Enforcement Actions......By: Skadden, Arps, Slate, Meagher & Flom LLP

Following its review of a series of global deals in the digital markets space, the U.K.’s Competition & Markets Authority (the CMA) has launched a consultation on revised merger assessment guidelines (the draft guidelines) codifying its evolving practice in the digital sector and addressing recommendations made by the Furman report (Unlocking digital competition: Report from the Digital Competition Expert Panel) and the Lear report (Ex-post Assessment of Merger Control Decisions in Digital...By...

The UK government’s long-awaited National Security and Investment Bill (the Bill), which paves the way to significant changes in the UK’s regime for screening foreign investment, was laid before Parliament on 11 November 2020. While the text of the proposed legislation will require detailed analysis, it is already clear that the regime will provide for a very different approach to screening national security and foreign investment in the UK than has existed to date......By: Skadden, Arps, Sla...