Pierre-Emmanuel Perais

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.

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.

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.

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.

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.