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Archive by tag: Shearman & Sterling LLPReturn

Delaware Court Of Chancery Finds Fair Value Equal To Deal Price Of Publicly Traded Company In Appraisal Action

On August 12, 2019, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery ruled in a post-trial opinion that the fair value of Columbia Pipeline Group, Inc. (“Columbia”) was equal to the deal price in an appraisal action arising from...By: Shearman & Sterling LLP
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Shearman & Sterling LLP | Aug 21,2019 |

Northern District Of California Dismisses Putative Securities Class Action For The Second Time Against Generic Drug Maker For Inadequate Pleading, This Time Without Leave To Amend

On August 12, 2019, Judge Haywood S. Gilliam, Jr. of the United States District Court for the Northern District of California dismissed without leave to amend a putative securities class action against a pharmaceutical company, and certain of its...By: Shearman & Sterling LLP
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Shearman & Sterling LLP | Aug 20,2019 |

Delaware Court Of Chancery Dismisses Stockholder Challenge To Merger For Failure To Rebut Business Judgment Rule

On July 25, 2019, Vice Chancellor Kathaleen S. McCormick of the Delaware Court of Chancery dismissed a stockholder suit challenging the $18 billion merger of equals between Towers Watson & Co. and Willis Group Holdings plc, finding that plaintiffs...By: Shearman & Sterling LLP
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Shearman & Sterling LLP | Aug 07,2019 |

Key Antitrust Enforcement Trends — 2019 Antitrust Annual Report

Welcome to the 2019 Shearman & Sterling Antitrust Annual Report. Our seventh edition focuses on the contrasting use by regulators of antitrust laws with respect to the FANGs, and how antitrust is being enforced in the U.S. under the Trump...By: Shearman & Sterling LLP
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Shearman & Sterling LLP | Jul 24,2019 |

Delaware Court Of Chancery Again Dismisses Aiding And Abetting Claims For Pleading Deficiencies

On July 15, 2019, Vice Chancellor Joseph R. Slights III of the Delaware Court of Chancery dismissed an aiding and abetting claim asserted against a private equity buyer and its principals in a stockholder class action involving breach of fiduciary...By: Shearman & Sterling LLP
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Shearman & Sterling LLP | Jul 24,2019 |

European Commission Imposes Fine on Canon for Gun-Jumping

On 27 June 2019 the European Commission imposed a fine of €28 million on the Japanese imaging and optical products manufacturer Canon for “gun-jumping” by using a warehousing structure in its 2016 acquisition of Toshiba Medical Systems (TMS), and...By: Shearman & Sterling LLP
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Shearman & Sterling LLP | Jul 09,2019 |

Texas Supreme Court Agrees to Review Controversial Ruling Regarding Texas Partnerships

On June 28, 2019, the Texas Supreme Court agreed to review a ruling from the Fifth Court of Appeals in Dallas in the case of Energy Transfer Partners LP et al. v. Enterprise Products Partners LP et al, No. 529 S.W.3d 531 (Tex. App.—Dallas, 2017), a...By: Shearman & Sterling LLP
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Shearman & Sterling LLP | Jul 05,2019 |

M&A Watch — Caremark Unfrozen: Delaware Supreme Court Revisits Oversight Claims

The Delaware Supreme Court recently took the opportunity to revisit Caremark with its en banc decision in Marchand v. Barnhill, No. 533, 2018 (Del. June 19, 2019). In Marchand, the Court reversed the dismissal of a stockholder derivative suit and...By: Shearman & Sterling LLP
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Shearman & Sterling LLP | Jul 03,2019 |

NY Toughens Sexual Harassment and Discrimination Laws

On June 19, 2019, the New York State Assembly and Senate passed an omnibus bill (A08421/S06577) proposing sweeping amendments to existing state sexual harassment and discrimination laws. The pending law, which has the support, but not yet the...By: Shearman & Sterling LLP
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Shearman & Sterling LLP | Jun 28,2019 |

Reversing A Dismissal, The Delaware Supreme Court Finds The Absence Of Board-Level Monitoring Of "Central Compliance Risks" Sufficient To State A Caremark Claim

On June 18, 2019, in a decision authored by Chief Justice Leo E. Strine Jr., the Delaware Supreme Court en banc reversed the dismissal of a stockholder derivative suit against the directors and officers of Blue Bell Creameries USA, Inc. (the...By: Shearman & Sterling LLP
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Shearman & Sterling LLP | Jun 25,2019 |
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