Publications

Hogan Lovells Publications

Third Point Settles FTC Charges: Minority Investors and Activist Stockholders Are Cautioned on the Limits of the Investment-only Exemption under the HSR Act

On August 24, 2015, the U.S. Federal Trade Commission (FTC) announced a settlement with Third Point, LLC and three affiliated investment funds (collectively, Third Point) for violations of...

Hogan Lovells Publications

Delaware Adopts Section 251(h) Amendments to Facilitate Two-Step Merger Process

On July 15, 2014, several important amendments to Section 251(h) of the Delaware General Corporation Law (DGCL) were signed into law by Delaware Governor Jack Markell. The amendments...

Hogan Lovells Publications

Delaware Supreme Court reaffirms that express agreement to negotiate in good faith is enforceable

In SIGA Technologies, Inc., v. PharmAthene, Inc., the Supreme Court of the State of Delaware reaffirmed that an express agreement to negotiate in good faith in accordance with a term sheet...

Hogan Lovells Publications

Delaware Court of Chancery applies business judgment rule to controlling stockholder, going private transaction structured as a merger

In In re MFW Shareholders Litigation, C.A. No. 6566-CS (Del. Ch. May 29, 2013), the latest effort by the Delaware Court of Chancery to establish a unified standard for controlling...

Hogan Lovells Publications

Delaware Chancery Court enjoins incumbent board’s opposition to consent solicitation until it approves insurgent board slate for purposes of a “proxy put” in the company’s debt instruments

In Kallick v. SandRidge Energy, Inc., the Delaware Court of Chancery enjoined the incumbent board of directors of SandRidge Energy, Inc. (“SandRidge”) from impeding a consent solicitation...

Hogan Lovells Publications

Delaware Chancery Court enjoins “Don’t Ask, Don’t Waive” standstill provision

On November 27, 2012, in In re Complete Genomics, Inc. Shareholder Litigation, the Delaware Chancery Court (Laster, V.C.) enjoined the enforcement of a so-called “Don’t Ask, Don't Waive”...

Hogan Lovells Publications

Buyer beware: Delaware Supreme Court enforces non-reliance disclaimer in NDA

The Delaware Supreme Court recently upheld the decision by a Delaware Superior Court in RAA Management, LLC v. Savage Sports Holdings, Inc., thereby affirming the Delaware courts’ position...

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