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DE Supreme Court Affirms Chancery Court Application of Business Judgment Review to Control Stockholder Buyout
Following then-Vice Chancellor (now Chief Justice of the Delaware Supreme Court ) Leo E. Strine, Jr.'s May 29, 2013 decision in In re MFW Shareholders Litigation, C.A. No. 6566-CS (Del. Ch. May 29, 2013), dealmakers and their legal advisers had an important choice to make when structuring a control stockholder buyout of a publicly traded corporation. Would they simply seek approval by a special committee of independent directors, or would they also permit a majority-of-the-minority stockholder vote? This article focuses on one-step control stockholder buyouts structured as a merger; Delaware courts have traditionally applied a different standard of review when the buyout is structured with two steps , a tender offer followed by a short-form merger.
Background
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The DOJ's Corporate Enforcement Policy: One Year Later
The DOJ's Criminal Division issued three declinations since the issuance of the revised CEP a year ago. Review of these cases gives insight into DOJ's implementation of the new policy in practice.
Use of Deferred Prosecution Agreements In White Collar Investigations
This article discusses the practical and policy reasons for the use of DPAs and NPAs in white-collar criminal investigations, and considers the NDAA's new reporting provision and its relationship with other efforts to enhance transparency in DOJ decision-making.
How AI Has Affected PR
When we consider how the use of AI affects legal PR and communications, we have to look at it as an industrywide global phenomenon. A recent online conference provided an overview of the latest AI trends in public relations, and specifically, the impact of AI on communications. Here are some of the key points and takeaways from several of the speakers, who provided current best practices, tips, concerns and case studies.
The DOJ's New Parameters for Evaluating Corporate Compliance Programs
The parameters set forth in the DOJ's memorandum have implications not only for the government's evaluation of compliance programs in the context of criminal charging decisions, but also for how defense counsel structure their conference-room advocacy seeking declinations or lesser sanctions in both criminal and civil investigations.