Heiko Schiwek

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U.S. M&A Newsletter - January 13, 2025

Jan 16, 2025 | mondaq.com | George Casey |Heiko Schiwek |Elena Rubinov |Gregory Gewirtz

In In Re Mindbody Inc., Stockholder Litigation(December 2, 2024), the Supreme Court of Delaware (the"Court") upheld an earlier ruling by theDelaware Court of Chancery regarding the defendant CEO'sliability for breaching his fiduciary duties during a company saleprocess.
U.S. M&A Newsletter - May 23, 2024

May 27, 2024 | mondaq.com | George Casey |Heiko Schiwek |Pierre-Emmanuel Perais |Clara Pang

We are delighted to share the U.S. chapter we wrote for Chambers & Partners' 2024 Corporate M&A Guide. In our chapter below, you will find insights on the current M&A landscape in the U.S., exploring different strategies, challenges, and crucial details that businesses may face during M&A transactions. We cover essential topics such as hostile tender offers, the increasing role of activist campaigns, and the recent concerns raised by antitrust authorities.
U.S. M&A Newsletter - May 21, 2024

May 26, 2024 | mondaq.com | George Casey |Heiko Schiwek |Pierre-Emmanuel Perais |Clara Pang

In two recent decisions, the Supreme Court of Delaware (the "Court") has clarified the Court's approach to the so-called MFW framework under the Court's decision in Kahn v. M&F Worldwide Corp. ("MFW") in relation to conflicted transactions involving controlling stockholders.
U.S. EPA Releases Final Chemical Plant Emissions Rules

Apr 29, 2024 | mondaq.com | Lauren A. Bachtel |George Casey |Heiko Schiwek |Gregory Gewirtz

On April 9, 2024, the U.S. Environmental Protection Agency ("EPA") released several 1 that regulate emissions and require new air monitoring from roughly 220 chemical plants across the country that make synthetic organic chemicals and a variety of polymer and resins. The rules focus heavily on ethylene oxide and chloroprene emissions. The rules will be effective 60 days after publication in the Federal Register.
U.S. M&A Newsletter - April 15, 2024 - Contracts and Commercial Law - United States

Apr 29, 2024 | mondaq.com | George Casey |Heiko Schiwek |Pierre-Emmanuel Perais |Clara Pang

On March 28, 2024, the Council of the Corporation Law Section of the Delaware State Bar Association (the “Council”) approved its legislation proposing to amend the General Corporation Law of the State of Delaware (“DGCL”) and it is expected to be introduced to the Delaware General Assembly for consideration during its 2024 regular session.
U.S. M&A Newsletter - April 18, 2024 - Terrorism, Homeland Security & Defence - United States

Apr 28, 2024 | mondaq.com | George Casey |Heiko Schiwek |Pierre-Emmanuel Perais |Clara Pang

The proposed acquisition of United States Steel Corporation by Japan's Nippon Steel Corporation, announced in December 2023, has attracted a great deal of public and political scrutiny. The transaction is being reviewed by the Committee on Foreign Investment in the United States ("CFIUS"), a multi-agency executive branch body whose primary responsibility is to review foreign acquisitions of U.S. businesses to identify risks to U.S. national security.
U.S. M&A Newsletter - March 2024 - Directors and Officers - United States

Apr 1, 2024 | mondaq.com | George Casey |Pierre-Emmanuel Perais |Clara Pang |Heiko Schiwek

In re Sears: Delaware Chancery Court on "Limited" Fiduciary Duties of a Controlling Stockholder In In re Sears Hometown and Outlet Stores, Inc. Stockholder Litigation (Jan. 24, 2024), the Delaware Court of Chancery held that a controlling stockholder must not, intentionally or with gross negligence, harm a corporation or minority stockholders when affirmatively exercising their stockholder voting rights to change the status quo of the corporation.