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1 month ago | 
corpgov.law.harvard.edu | Rick Horvath |Stephen Leitzell |Eric Siegel
Board of Directors, Delaware cases, Delaware Supreme Court, stockholdersMore from: Eric Siegel, Rick Horvath, Stephen Leitzell, DechertRick Horvath, Stephen Leitzell, and Eric Siegel are Partners at Dechert LLP. This post is based on a Dechert memorandum by Mr. Horvath, Mr. Leitzell, Mr. Siegel, Sarah Kupferman, and Stephen Pratt, and is part of the Delaware law series; links to other posts in the series are available here.
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Jul 30, 2024 | 
corpgov.law.harvard.edu | Eric Siegel |Rick Horvath
Board of Directors, Court of Chancery, DGCL, Merger, StockholderMore from: Eric Siegel, Mark Thierfelder, Rick Horvath, DechertMark Thierfelder, Eric Siegel, and Rick Horvath are Partners at Dechert LLP. This post is based on a Dechert memorandum by Mr. Thierfelder, Mr. Siegel, Mr. Horvath, Neil Steiner, Lisa Perri, and Joni Jacobsen and is part of the Delaware law series; links to other posts in the series are available here.
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Apr 25, 2024 | 
jdsupra.com | Vince Montoya-Armanios |Michael Darby |Rick Horvath
April 25, 2024
Vince Montoya-Armanios, Michael Darby, Rick Horvath, Julia Markham Cameron, Eric Siegel
Dechert LLP
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Key Takeaways Delaware Supreme Court rejects attempt to limit MFW to controller buyout transactions.
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Apr 24, 2024 | 
lexology.com | Michael Darby |Rick Horvath |Eric Siegel |Julia Cameron |Vince Montoya-Armanios
Key TakeawaysDelaware Supreme Court rejects attempt to limit MFW to controller buyout transactions. Supreme Court instead holds that all of MFW’s requirements for shifting the standard of review from entire fairness to business judgment rule apply to every transaction in which a controller stands on both sides and receives a non-ratable benefit.
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Feb 9, 2024 | 
jdsupra.com | Michael Darby |Rick Horvath |Neil Steiner
Key Takeaways The Court of Chancery confirms that a controlling stockholder exercising stockholder-level voting powers to change the status quo owes limited fiduciary duties not to harm the corporation and its stockholders intentionally, knowingly or by taking grossly negligent actions. Unlike a director, a controlling stockholder exercising its voting power is not obligated to take affirmative steps to promote the corporation’s best interests.
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Aug 15, 2023 | 
corpgov.law.harvard.edu | Michael Darby |Rick Horvath |Michael Williams
Delaware articles, Delaware cases, Delaware Court of Chancery, Delaware law, Mergers & acquisitions, stockholdersMore from: Matthew Williams, Michael Darby, Rick Horvath, DechertMichael S. Darby and Rick S. Horvath are Partners, and Matthew F. Williams is an Associate at Dechert LLP. This post is based on their Dechert memorandum and is part of the Delaware law series; links to other posts in the series are available here.
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Jul 20, 2023 | 
jdsupra.com | Rick Horvath |Angela Liu |Julia Cameron
Key Takeaways In needed guidance, the Delaware Court of Chancery held that supplemental disclosures for merger transactions must be “material” to warrant a mootness fee, a substantially higher threshold than the previous standard awarding fees so long as the disclosures provided “some benefit.” The Court denied plaintiff’s request for a US$1.1 million mootness fee under the former test because supplemental disclosures providing at most “some clarity” warranted fees of only US$75,000, and...
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Jul 12, 2023 | 
corpgov.law.harvard.edu | Rick Horvath |Julien Bourgeois |Mark D. Perlow
Wednesday, July 12, 2023 PrintTweet Rick S. Horvath, Julien Bourgeois, and Mark D. Perlow are Partners at Dechert LLP. This post is based on a Dechert memorandum by Mr. Horvath, Mr. Bourgeois, Mr. Perlow, David A. Kotler, James A. Fishkin and Stephen M. Leitzell.
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Jun 6, 2023 | 
jdsupra.com | Steven W. Engel |Rick Horvath |Joni Jacobsen
Key Takeaways U.S. Supreme Court resolves circuit split created by Ninth Circuit decision which had held that traceability not required in the context of a direct listing. By requiring traceability, the Supreme Court cabins strict liability of Section 11. On June 1, 2023, a unanimous U.S. Supreme Court held in Slack Techs., LLC v.
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May 19, 2023 | 
jdsupra.com | Steven W. Engel |Rick Horvath |Joni Jacobsen
May 19, 2023 Steven Engel, Rick Horvath, Joni Jacobsen, Taylor Jaszewski Dechert LLP + Follow x Following x Following - Unfollow Contact To embed, copy and paste the code into your website or blog: Key Takeaways Court of Chancery holds that conflicted transactions involving a potential controller may still be considered under the deferential business judgment rule, rather than entire fairness, if the evidence does not establish the potential controller exercised actual control. Procedural...
