Category: M&A + corp. governance
The ‘State’ of Delaware
During a panel at the October 2023 Berkeley Fall Forum on Corporate Governance, Delaware Court of Chancery Chancellor Kathaleen St. J. McCormick and Vice Chancellor Paul Fioravanti, along with lawyers Shannon Eagan (Cooley), Elena Norman (Young Conaway) and Randall Baron (Robbins Geller Rudman & Dowd), shared their views on recent developments […]
Securities Litigation + Enforcement Highlights for Q3 2023
Through the summer and into the fall of 2023, Cooley’s securities litigation + enforcement practice continued to provide our clients with thoughtful analysis on recent developments in securities law, while also obtaining key wins for them. Below, we’ve rounded up key insights and developments from our team over the past […]
Keeping Up With M&A Case Law – Spotlight on Recent Delaware Decisions
The mergers & acquisitions market may wax and wane, but one thing in M&A is consistent from year to year: The Delaware courts issue opinions that impact M&A dealmaking. And this year is certainly no exception – Delaware courts continue to have plenty to say about M&A. While certainly not […]
Securities Litigation + Enforcement Highlights From Q2 2023
As 2023 reached its midpoint, Cooley’s securities litigation + enforcement practice continued its track record of obtaining victories for clients while serving as thought leaders on issues impacting the securities litigation and enforcement landscape. Below, we’ve rounded up key insights and developments from our team over recent months.
District Court Upholds Forum Selection Provision for Claims Brought Derivatively Under Section 10(b)
In what appears to be a novel decision, the US District Court for the Northern District of Texas recently upheld a Delaware forum-selection clause as to claims asserted derivatively under Section 10(b) of the Exchange Act. As Cydney Posner observes in this Cooley PubCo post (and as we recently wrote […]
Ninth Circuit Upholds Delaware Forum-Selection Clause, Dismisses Federal Derivative Action
On June 1, 2023, the US Court of Appeals for the Ninth Circuit held in a split en banc decision that forum-selection clauses requiring shareholders to file derivative claims in the Delaware Court of Chancery are enforceable as applied to claims asserted derivatively under Section 14(a) of the Securities Exchange […]
The ‘State’ of Delaware
At the Berkeley Fall Forum on Corporate Governance in November 2022, Cooley partner Sarah Lightdale and University of California, Berkeley professor Stavros Gadinis co-moderated a panel with Chancellor Kathaleen St. J. McCormick and Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery, where they discussed notable developments in […]
Cooley Secures Complete Dismissal of Merger Class Action for Senomyx
Cooley secured a complete and significant victory for its clients, the former directors and officers of Senomyx, by obtaining a dismissal of a class action challenging the 2018 acquisition of the company by Swiss fragrance house Firmenich. The San Diego-based Cooley team was led by Peter Adams, Barrett Anderson and Dylan […]
Delaware Advance Notice Decisions Highlight Move Toward Enhanced Scrutiny of Board Actions, Even Where Conflicts Exist
Like US constitutional law, Delaware courts apply a tiered standard of judicial review to actions taken by the board of directors of corporations: In the constitutional arena, the failure to satisfy the strict scrutiny standard applied in First and Fourteenth Amendment cases led one constitutional scholar to remark that “strict […]
Delaware Finds Stockholder Claims Against SPAC Fiduciaries Subject to Entire Fairness Review
As SPAC IPOs broke records – in both value and volume – in 2020 (and again in 2021), it was inevitable that stockholder litigation would follow. More than 50% of the SPACs that went public in 2020 and 2021 are incorporated in Delaware, giving particular significance to SPAC litigation filed […]