Legal News

In today’s edition of Daily Compliance News: Do tariffs increase corruption? (WSJ) How will that merger work out? (WSJ) Will Covid-19 lead to bank fraud? (WSJ) Trump Administration appeals order on TikTok. (CNN.com)...By: Thomas Fox

This past summer, Cohen Seglias attorneys Roy Cohen, Ashling Ehrhardt, and Sydney Pierce obtained a victory for their client Kuharchik Construction against the Commonwealth of Pennsylvania in Kuharchik Construction, Inc. v. Commonwealth. In Kuharchik, the Commonwealth Court ruled in Kuharchik’s favor on its appeal from the Pennsylvania Board of Finance and Revenue, finding that the poles, mast arms, and pedestals used in constructing traffic signals on roads and highways are included in the...B...

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....

Power projects usually contain a period of time, prior to completion and taking over, where power is being generated and can be sold into the grid or to an offtaker. Earlier this month, the Supreme Court of Victoria ordered an EPC Contractor not to prevent power generation for an onshore wind farm project during such a period....By: White & Case LLP

Key Takeaways from Foley's National Directors Institute Conference Panel - When it comes to a corporate board’s oversight of compliance programs, it’s no longer business as usual. In 2019, a Delaware court shifted the board oversight standard from “sustained or systemic failure of the board to exercise oversight” to a proactive requirement that directors “must make a good faith effort to implement an oversight system and the monitor it” – a requirement that dovetails with the Departmen...

The Australian government has introduced the most significant reforms to Australia’s foreign investment laws (the FIRB regime) in nearly 50 years. This client alert provides a high level summary of the key changes to the FIRB regime from 1 January 2021....By: Hogan Lovells

As we say goodbye (and good riddance) to an incredibly challenging 2020, we thought it would be useful to review the issues and topics that you — our clients and friends — found most important since we launched our COVID-19 Resource Center in March....By: Troutman Pepper

In Fairstone Financial Holdings Inc v Duo Bank of Canada, Koehnen J. of the Ontario Superior Court of Justice (Commercial List) had the opportunity to further the limited jurisprudence on material adverse change/material adverse effect (MAE) clauses. Unsurprisingly, this jurisprudence has become more prominent as a result of the suddenness and uncertainty of the COVID-19 pandemic. In this decision, Koehnen J. considered the applicability of an MAE clause and other covenants in a share purchase.....

It is the rare construction project that is completed without any change in the work. In most sophisticated construction projects, the contractual mechanism for managing these changes involves the issuance of a change order. However, managing change orders is not something project teams are always well-trained on, which can cause issues for small and big contractors alike. Let’s walk through some of the items a contractor should keep in mind when negotiating a change order with an owner......By...

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.....