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Dec 5, 2024 | 
friedfrank.com | Bret T. Chrisope |Adam Cohen |Andrew J. Colosimo |Steven Epstein |Christopher Ewan |Arthur A. Fleischer | +19 more
In GB-SP v. Walker (Nov. 15, 2024), the Delaware Court of Chancery found that directors of Bridgestreet Worldwide, Inc. (the “Company”), by securing indemnification rights for themselves in connection with approving a Foreclosure Agreement with the Company’s creditor, rendered themselves materially conflicted. As a result, the court reviewed the Plaintiff’s claim—that the directors breached their fiduciary duties in approving the Agreement—under the entire fairness standard.
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Nov 19, 2024 | 
friedfrank.com | Gail Weinstein |Philip Richter |Steven Epstein |Steven J. Steinman |Roy Tannenbaum
Articles | November 19, 2024 Law360 published an article coauthored by senior counsel Gail Weinstein and partners Philip Richter, Steven Epstein, Steven J. Steinman and Roy Tannenbaum as part of its monthly Del. Dispatch column discussing the Delaware Court of Chancery’s decision in Gunderson v. The Trade Desk Inc. Click here to read the article.
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Nov 14, 2024 | 
friedfrank.com | Gail Weinstein |Bret T. Chrisope |Adam Cohen |Andrew J. Colosimo |Steven Epstein |Christopher Ewan | +18 more
M&A/PE Briefing | November 14, 2024 In Gunderson v. The Trade Desk, Inc. (Nov. 7, 2024), the Delaware Court of Chancery held that only a majority stockholder vote will be required to approve the proposed reincorporation of The Trade Desk, Inc. (the “Company”) from Delaware to Nevada through a corporate conversion (the “Conversion”).
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Oct 22, 2024 | 
friedfrank.com | Gail Weinstein |Philip Richter |Steven Epstein |Steven J. Steinman |Thomas Lee |Roy Tannenbaum
Articles | October 22, 2024 The M&A Lawyer republished a Fried Frank client memorandum coauthored by special counsel Gail Weinstein and partners Philip Richter, Steven Epstein, Steven J. Steinman, Thomas Lee and Roy Tannenbaum discussing the Delaware Court of Chancery’s most recent decision in Bandera Master Fund LP v. Boardwalk Pipeline Partners LP. Click here to read the article.
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Oct 17, 2024 | 
friedfrank.com | Gail Weinstein |Philip Richter |Steven Epstein |Steven J. Steinman |Maxwell Yim |Colum J. Weiden
Articles | October 17, 2024 Harvard Law School Forum on Corporate Governance republished a Fried Frank client memorandum coauthored by senior counsel Gail Weinstein and partners Philip Richter, Steven Epstein, Steven J. Steinman, Maxwell Yim and Colum J. Weiden discussing two Delaware Court of Chancery decisions from September, Fortis Advisers LLC v. Johnson & Johnson and Shareholder Representative Services LLC v. Alexion Pharmaceuticals Inc. Click here to read the article.
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Oct 7, 2024 | 
friedfrank.com | Gail Weinstein |Philip Richter |Steven Epstein |Steven J. Steinman |Maxwell Yim |Colum J. Weiden
Articles | October 7, 2024 Law360 published an Expert Analysis article coauthored by senior counsel Gail Weinstein and partners Philip Richter, Steven Epstein, Steven J. Steinman, Maxwell Yim and Colum J. Weiden as part of its monthly Del. Dispatch column discussing two Delaware Court of Chancery decisions from September, Fortis Advisers LLC v. Johnson & Johnson and Shareholder Representative Services LLC v. Alexion Pharmaceuticals Inc. Click here to read the article.
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Sep 26, 2024 | 
friedfrank.com | Liza Andrews |Bret T. Chrisope |Adam Cohen |Andrew J. Colosimo |Steven Epstein |Christopher Ewan | +24 more
M&A/PE Quarterly | September 26, 2024 Table of Contents: In the Most Recent Earnout Decisions, the Court of Chancery Found the Buyers Breached Their Efforts Obligations—Auris and Alexion Uncertainty on Governance Rights in Stockholders Agreements Continues Pending a Decision in the Appeal of Moelis Chancery Holds, for the First Time, that Substantive Contract Provisions in Private Agreements Cannot be Incorporated by Reference into a Delaware Corporation’s Charter Lessons on Law Firm Legal...
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Sep 26, 2024 | 
lexology.com | Liza Andrews |Bret T. Chrisope |Adam Cohen |Andrew J. Colosimo |Steven Epstein |Christopher Ewan | +24 more
Table of Contents: In the Most Recent Earnout Decisions, the Court of Chancery Found the Buyers Breached Their Efforts Obligations—Auris and Alexion Uncertainty on Governance Rights in Stockholders Agreements Continues Pending a Decision in the Appeal of Moelis Chancery Holds, for the First Time, that Substantive Contract Provisions in Private Agreements Cannot be Incorporated by Reference into a Delaware Corporation’s Charter Lessons on Law Firm Legal Opinions from Chancery’s Recent...
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Sep 19, 2024 | 
friedfrank.com | Gail Weinstein |Philip Richter |Steven Epstein |Steven J. Steinman |Maxwell Yim |Erica Jaffe
Articles | September 19, 2024 Law360 published an article coauthored by senior counsel Gail Weinstein and partners Philip Richter, Steven Epstein, Steven J. Steinman, Maxwell Yim and Erica Jaffe as part of its monthly Del. Dispatch column discussing the Delaware Court of Chancery’s decision in Medal v. Beckett Collectibles. Click here to read the article.
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Sep 12, 2024 | 
friedfrank.com | Gail Weinstein |Steven Epstein |Philip Richter |Steven J. Steinman
Articles | September 12, 2024 Lexis Nexis Practical Guidance republished a recent Fried Frank M&A/PE Briefing coauthored by senior counsel Gail Weinstein and partners Steven Epstein, Philip Richter and Steven J. Steinman analyzing the Delaware Court of Chancery’s decision in WT Representative LLC v. Philips Holdings USA Inc. Click here to read the article.
