Overview Governor Carney recently signed into law certain amendments (the Amendments) to the Delaware General Corporation Law (the DGCL) that (i) clarify the powers of boards of directors in an emergency......By: Troutman Pepper
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On July 3, 2020, the U.S. Department of Justice and the Securities and Exchange Commission issued a Second Edition of the Resource Guide to the U.S. Foreign Corrupt Practices Act (the Guide), representing the Guide’s first significant update since 2012....By: Troutman Pepper
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In the context of an M&A transaction, practitioners are routinely left to navigate the various standards of review that are applied by the Delaware courts to evaluate whether a Delaware corporation’s directors have complied with their fiduciary duties. Determining which standard of review will apply to a given transaction is particularly critical — depending on the applicable standard, a Delaware court may heavily scrutinize a transaction or determine that the directors may face personal...By:...
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A recent decision by the Delaware Supreme Court emphasizes the importance of fully disclosing material director and officer conflicts of interest in connection with proposed M&A transactions. Indeed, as the Court’s ruling makes clear, the business judgment rule can be rebutted—even if a majority of the board approving the transaction is independent, disinterested, and acts in good faith—if a single director or officer actively negotiating the transaction fails to disclose that he or she has a...
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On June 8, 2020, Level 10 Construction, LP (“Level 10”), a construction company hired by Sea World San Diego (“Sea World”), filed a Complaint in California federal court alleging that Sea World is withholding over $3.2 million dollars in payments from Level 10....By: Troutman Pepper
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