In April 2024, after extensive public debate and Congressional interrogation of Shou Zi Chew, TikTok’s CEO, President Biden signed into law the Protecting Americans From Foreign Adversary Controlled Applications Act (“the Act”), which will ban TikTok from the United States
Delaware’s latest decision on the combined pursuit of appraisal and fiduciary duty claims continues the Delaware tradition of welcoming the litigation of those claims jointly up until the time an election between the two must be made. Vice Chancellor Laster’s
Below is a roundup on 2024 proxy voting guidelines that have come out in favor of appraisal rights. We’ve previously covered that numerous investors support appraisal rights when the issue is at the corporate ballot box. Here are some more
This post kicks off a running series of thoughts we’ll be sharing on earn-outs. But first, some basics.
Earn-out provisions appear to solve several problems in the M&A space: they might provide the grease needed to close a sticky transaction,
On April 23, 2024, the FTC announced a rulemaking banning noncompete agreements. Noncompetes, which generally restrict employees from working for competitors after leaving a company, have faced increasing scrutiny in recent years. With the new rulemaking in place, how
The Fifth Circuit Court of Appeals – the federal appeals court covering Texas, Louisiana, and Mississippi – is not known for being a particularly friendly forum for investor-plaintiffs. But perhaps that reputation is unwarranted, in particular when it comes to
The debate over “MFW creep” tends to distract from understanding just what protections the Delaware courts have been intending to provide in controller transactions. Much of the commentary on the Delaware Supreme Court’s recent ruling over Match.com’s restructuring focuses on
RKS thanks Daniel Kalansky, Partner at Loria e Kalansky Advogados and Professor in the LLM program at Insper University for this guest post. Professor Kalansky holds a PHD in Corporate Law from the University of São Paulo – USP and
Stewart Investors, an asset manager focused on emerging markets equity, reaffirmed its policy of voting in favor of appraisal rights in its most recent proxy guidelines. Keeping it simple, Stewart wrote it would “Vote for proposals to restore, or provide
Boston Partners, a specialized equity investor with nearly $75 billion under management, says to vote for appraisal rights as part of its proxy guidelines. This is no surprise as appraisal rights are critical shareholder rights, especially in instances