Corporate Advisory and Governance

Overview

Richards Layton is recognized worldwide for our skill in counseling Delaware corporations and boards of directors in both ordinary and extraordinary corporate transactions and matters of corporate governance. We served as Delaware counsel on 75 deals valued at $100 million or more in 2015, in 68 such deals in 2014 and in 65 such deals in 2013—in fact, we’ve had the most high-value deals for more than 15 years running in Corporate Control Alert’s annual rankings.

Our advice is sought by national and international businesses and the law firms that represent them on their largest, most complex and novel transactions—where getting it wrong is not an option. Our in-depth knowledge, creativity, attention to detail and collaborative style foster trust and confidence from our clients and co-counsel. From local to international, large to small, our clients and the law firms that advise them seek out and benefit from the Richards Layton standard of excellence in Delaware corporate law matters.

In our role as Delaware counsel for major business and corporate transactions, Richards, Layton & Finger is well known for transactional breadth. In fact, we consistently are ranked by national surveys as the top Delaware-based law firm both in dollar volume and number of deals for business combinations, business restructurings and securities offerings. Large cap corporations, international law firms, growing mid-market and private companies, and top-tier investment banks and private investment groups all rely on Richards Layton to help them manage transaction risk related to Delaware law.

Transactional Expertise and Responsiveness
Clients acknowledge that one of our particular strengths is that we have experienced lawyers who can identify precise legal issues in transactions and who understand the nuances and intricacies of Delaware law. Richards Layton uses this focused approach to give our clients the relevant and responsive guidance they need. Because of the breadth of our transactional experience, we don’t have to research to familiarize ourselves with complex, outside-the-textbook issues at our clients’ expense. This enables us to provide thorough analysis and innovative solutions more quickly and cost-effectively than other firms.

Our depth of knowledge in Delaware law, proven track record and efficient cost structure are the reasons that we are the first choice for clients and leading law firms. We have shared goals. And because most of our advisory attorneys start their careers at and stay with Richards Layton as they develop areas of emphasis, our clients get comprehensive, consistent advice that supports long-term relationships built on trust and years of mutual understanding.

Finally, we do whatever it takes to meet a client’s deadline and goals. Clients know they can count on us 24-7 to help them with any problem.

An Integral Part of the Delaware Legal Landscape
Corporations as well as leading law firms and their clients turn to us for guidance on how Delaware law impacts their most significant and complex transactions. Our opinions and strategic counsel are trusted when the stakes are high, providing the needed assurance that transactions are properly structured and documented in accord with the Delaware General Corporation Law and the latest decisions of the Delaware courts. Richards Layton lawyers are recognized as leaders in helping to develop and interpret Delaware corporate law. We wrote a leading treatise on the state’s corporate law, The Delaware Law of Corporations and Business Organizations. Additionally, two members of our corporate department serve on the governing council of the Corporation Law Section of the Delaware State Bar Association, which is the source of annual amendments and revisions to the Delaware General Corporation Law.

Other firms may have Delaware offices, but Richards Layton has long been an integral part of the Delaware legal landscape. We understand the complexities and nuances of Delaware law and are intimately familiar with the state’s statutes, courts and judges. We hit the ground running and don’t need to reinvent the wheel. Offering more than just advice on what the law is, our lawyers apply the law in a practical way that gives clients reassurance, whatever the issue at hand.

Fiduciary Duties
Our lawyers counsel corporations, officers, directors, board committees and stockholders on their fiduciary duties in transactions and other matters of Delaware law. That includes a full range of complex issues:

  • Mergers, acquisitions, divestitures, joint ventures and other business combinations
  • Contested board of directors’ and stockholders’ meetings
  • Defensive provisions and their application in contested takeovers
  • Guidance on conducting internal investigations.

We helped shape Delaware’s General Corporation Law, and our lawyers have argued many of the landmark cases arising under it in Chancery Court and the Delaware Supreme Court. Working with inside and outside counsel and boards of directors, our lawyers know the right questions to ask and the latest Delaware decisions to apply to corporate governance and compliance, director and officer liability, conflict of interest standards, and accuracy and completeness of proxy statements and other disclosure documents.

Transactional Breadth—Mergers and Acquisitions, Financings and More

Financing Transactions and Recapitalizations
Richards Layton counsels corporations on how Delaware law applies to all types of financing transactions, recapitalizations, stock repurchases, redemptions and dividends. Our legal advice provides the procedural and structural detail necessary to carry out these transactions in compliance with Delaware law.

Mergers and Acquisitions
Mergers and acquisitions present particularly sophisticated issues involving director and officer fiduciary responsibility under Delaware law. Our lawyers advise clients in both negotiated and contested takeovers, tender offers and proxy contests.

We also counsel corporations that are concerned about the possibility of unsolicited takeovers, advising on directors’ duties and responsibilities, anti-takeover charter and bylaw provisions, director indemnification, severance and other change of control arrangements and stockholder rights plans.

We serve as Delaware counsel on virtually any type of purchase and sale transaction involving public and privately held clients. Our lawyers have counseled on billions of dollars worth of mergers and acquisitions, management and leveraged buyouts, asset and stock sales, dispositions and restructurings. We increasingly advise on the purchase and sale of distressed corporations and business assets.

Going Private Transactions
We counsel corporations, directors, special committees of directors and other clients on the complex Delaware corporate law issues and options presented by management buyout and going private transactions, including structural options that may impact the applicable standard of review, and other process and substantive issues. We work together with our corporate litigators to provide counsel that anticipates the virtual inevitability of stockholder litigation challenging these transactions.

Special Committees
Richards Layton has extensive experience in representing special committees of boards of directors, both with respect to special committees composed to assess and negotiate transactions where one or more directors on the board may have conflicts of interest, such as certain going-private transactions or financing transactions, and with respect to special litigation committees formed in response to stockholder derivative litigation or stockholder demands to institute such litigation.

Our lawyers are experienced in addressing the tactical and strategic issues that frequently arise in special committee matters, including the formation of and delegation to committees, negotiation strategies, and the drafting and negotiation of transaction documents. We routinely work with company counsel and the committee’s financial advisors to address and consider significant complex transactions. We understand and work to achieve business results in the best interests of our clients while striving to mitigate risk and ensure that committee members fully satisfy standards of director conduct.

Legal Opinions
Richards Layton routinely provides third-party closing opinions with respect to matters of Delaware law in a variety of transactions. In addition, we render reasoned opinions and written advice to our clients on matters arising under the General Corporation Law, as well as the governing documents of Delaware corporations. We also frequently render opinions in connection with corporations seeking to exclude stockholder proposals from proxy statements pursuant to Rule 14a-8 of the Securities Exchange Act of 1934.

Directors

Michael D. Allen
Director
302.651.7760
allen@rlf.com
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Thomas A. Beck
Director
302.651.7742
beck@rlf.com
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C. Stephen Bigler
Director
302.651.7724
bigler@rlf.com
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Donald A. Bussard
Director
302.651.7716
bussard@rlf.com
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Catherine G. Dearlove
Director
302.651.7788
dearlove@rlf.com
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Anne C. Foster
Director
302.651.7744
foster@rlf.com
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Mark J. Gentile
Director
302.651.7722
gentile@rlf.com
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William J. Haubert
Director
302.651.7559
haubert@rlf.com
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Rudolf Koch
Director
302.651.7721
koch@rlf.com
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Blake Rohrbacher
Director
302.651.7847
rohrbacher@rlf.com
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Lisa A. Schmidt
Director
302.651.7763
schmidt@rlf.com
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Gregory P. Williams
Director
302.651.7734
williams@rlf.com
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John Mark Zeberkiewicz
Director
302.651.7698
zeber@rlf.com
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Other Attorneys

Jennifer Veet Barrett
Counsel
302.651.7622
barrett@rlf.com
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Brigitte V. Fresco
Counsel
302.651.7548
fresco@rlf.com
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Eric J. Funk
Associate
302.651.7714
funk@rlf.com
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Robert B. Greco
Associate
302.651.7728
greco@rlf.com
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Jacob E. Hasler
Associate
302.651.7632
hasler@rlf.com
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Rachel E. Horn
Associate
302.651.7504
horn@rlf.com
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Stephanie M. Norman
Associate
302.651.7756
norman@rlf.com
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Nathaniel J. Stuhlmiller
Associate
302.651.7881
stuhlmiller@rlf.com
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Publications

  • "Federal District Court Holds Delaware's Unclaimed Property Estimation Methods Violate the Constitution," July 6, 2016   View >
  • "In re Appraisal of Dell Inc.: Delaware Court of Chancery Provides Guidance on "Dissenting Stockholder" Requirement ," May 12, 2016   View >
  • "Disclaiming Reliance on Extra-Contractual Representations under Delaware Law," Insights, April 2016   View >
  • "2016 Proposed Amendments to the General Corporation Law of the State of Delaware," Insights, April 2016   View >
  • "2016 Amendments to the General Corporation Law of the State of Delaware," March 16, 2016   View >
  • "Amalgamated Bank v. Yahoo! Inc.: Court of Chancery Orders Production of Emails and Other Electronically Stored Documents in Response to Section 220 Demand Relating to Hiring and Termination of Executive," February 25, 2016   View >
  • "Corwin v. KKR Financial Holdings LLC: Delaware Supreme Court Affirms Application of Business Judgment Review to Transaction Approved by Fully Informed, Uncoerced Majority of Disinterested Stockholders," February 25, 2016   View >
  • "Recent Delaware Corporate Law Updates," February 25, 2016   View >
  • "In re EZCorp Inc. Consulting Agreement Derivative Litigation: Court of Chancery Applies Entire Fairness Scrutiny to Contract Between Controlling Stockholder and Corporation Despite Approval by Independent Committee," February 25, 2016   View >
  • "In re Trulia, Inc. Stockholder Litigation: Court of Chancery Rejects Disclosure-Only Settlement and Signals New Era of Increased Scrutiny," February 25, 2016   View >
  • "In re Genelux Corporation and In re Baxter International Inc.: Court of Chancery Provides Guidance Regarding the Scope of Section 205 of the DGCL," February 25, 2016   View >
  • "In re El Paso Pipeline Partners, L.P. Derivative Litigation: Court of Chancery Suggests a New Approach to Evaluating Claims that Are Both Direct and Derivative," February 25, 2016   View >
  • "RBC Capital Markets, LLC v. Jervis: Delaware Supreme Court Affirms Liability of Financial Advisor for Aiding and Abetting Breaches of Fiduciary Duty," February 25, 2016   View >
  • "In re Vaalco Energy, Inc. Stockholder Litigation: Court of Chancery Finds that Certificate and Bylaw Provisions Providing that Directors May Be Removed for Cause Only Are Invalid Unless Board Is Classified or Corporation Has Cumulative Voting," February 25, 2016   View >
  • "The New Paradigm (Burden) Shift: The Business Judgment Rule After KKR," Insights, December 2015   View >
  • "Corwin v. KKR Financial Holdings LLC: Delaware Supreme Court Clarifies that Approval by Fully Informed Vote of Disinterested Stockholders Invokes Business Judgment Rule for Review of Merger," October 2, 2015   View >
  • "Recent Delaware Court of Chancery Opinion Provides Guidance on Advancement and Indemnification," Insights, October 2015   View >
  • "Recent Delaware Corporate Law Updates," August 6, 2015   View >
  • "Lazard Technology Partners, LLC v. QinetiQ North America Operations LLC: Delaware Supreme Court Upholds Rejection of Implied Covenant of Good Faith and Fair Dealing Claims on Contractual Provision Employing an Intent Standard," August 6, 2015   View >
  • "Merlin Partners LP v. AutoInfo, Inc. and In re LongPath Capital, LLC v. Ramtron International Corporation: Court of Chancery Defers to Merger Price in Determining Fair Value," August 6, 2015   View >
  • "In re Molycorp, Inc. Shareholder Derivative Litigation: Court of Chancery Dismisses Derivative Action Based on Terms of Registration Rights Agreement," August 6, 2015   View >
  • "Quadrant Structured Products Company, Ltd. v. Vertin: Court of Chancery Holds that Delaware Law Does Not Impose a Continuous Insolvency Requirement for a Creditor to Maintain Derivative Standing," August 6, 2015   View >
  • "Gorman v. Salamone: Court of Chancery Invalidates Bylaw Granting Stockholders the Power to Remove and Replace Officers," August 6, 2015   View >
  • "Hill International, Inc. v. Opportunity Partners L.P.: Delaware Supreme Court Affirms Court of Chancery's Grant of Mandatory Injunction and Provides Guidance on Drafting Advance Notice Bylaws," July 6, 2015   View >
  • "Delaware Supreme Court Provides Guidance on Drafting Advance Notice Bylaws," Insights, July 2015   View >
  • "Delaware Governor Jack Markell Signs Legislation Amending the Delaware General Corporation Law," June 24, 2015   View >
  • "New Delaware Court of Chancery Opinion Provides Guidance for Director Compensation Practices," Insights, June 2015   View >
  • "Cornerstone and Zhongpin Reversed: Independent Directors May Be Dismissed Under Exculpatory Provisions Regardless of Standard of Review," May 14, 2015   View >
  • "Introducing Delaware's Rapid Arbitration Act," Insights, May 2015   View >
  • "In re El Paso Pipeline Partners, L.P. Derivative Litigation: Delaware Court of Chancery Awards Damages in a Lawsuit Challenging an MLP Dropdown Transaction," April 20, 2015   View >
  • "Delaware Adopts Rapid Arbitration Act," April 13, 2015   View >
  • "2015 Amendments to the General Corporation Law of the State of Delaware," April 13, 2015   View >
  • "Court Sanctions Forum Selection Arrangements and Confirms Power to Restrict Books and Records Inspections," Insights, March 2015   View >
  • "Delaware Innovates to Create a World-Class Arbitration Regime," The Harvard Law School Forum on Corporate Governance and Financial Regulation, March 19, 2015   View >
  • "The Current State of Fee-Shifting Provisions," March 17, 2015   View >
  • "Recent Developments in Delaware Corporate Law," Spring 2015   View >
  • "What Statute of Limitations Applies? The Effect of the Delaware Borrowing Statute on Claims Governed by Foreign Law," Business Law Today, March 2015   View >
  • "Cigna Health & Life Insurance Company v. Audax Health Solutions, Inc.: Court of Chancery Invalidates Claims Release and Indemnification Provisions in Private Company Merger," February 17, 2015   View >
  • "Court of Chancery Addresses Whether a Minority Stockholder Constitutes a Controlling Stockholder at Motion to Dismiss Stage in Recent M&A Cases," February 17, 2015   View >
  • "Cooper Tire & Rubber Company v. Apollo (Mauritius) Holdings Pvt. Ltd.: Court of Chancery Interprets "Ordinary Course" Covenant and Holds that Business Disruption Prevents Merger Target from Complying with Merger Covenants," February 17, 2015   View >
  • "Merion Capital LP v. BMC Software, Inc. and In re Appraisal of Ancestry.com, Inc.: Court of Chancery Rejects Challenges to Standing of Appraisal Arbitrageurs to Petition for Appraisal ," February 17, 2015   View >
  • "Recent Delaware Corporate Law Updates," February 17, 2015   View >
  • "Orckit Communications Ltd. v. Networks3 Inc. et al.: Court of Chancery Upholds Provision Providing for Sole Discretion "Not to Be Subject to the Implied Covenant of Good Faith and Fair Dealing"," February 17, 2015   View >
  • "In re Comverge, Inc. Shareholders Litigation: Court of Chancery Declines to Dismiss Claims that Termination Fee Together with Bridge Financing Agreement Precluded Alternative Offers," February 17, 2015   View >
  • "Quadrant Structured Products Co., Ltd. v. Vertin: Court of Chancery Declines to Extend Contemporaneous Ownership Requirement to Derivative Claims of Creditors and Dismisses Claims Against Board of Directors Related to "Risk-On" Business Strategy," February 17, 2015   View >
  • "In re Family Dollar Stores, Inc. Stockholder Litigation: Delaware Court of Chancery Declines to Issue Preliminary Injunction in the Face of a Competing Proposal ," December 19, 2014   View >
  • "C&J Energy Services, Inc. v. City of Miami General Employees' and Sanitation Employees' Retirement Trust: Delaware Supreme Court Reverses Entry of Mandatory Preliminary Injunction," December 19, 2014   View >
  • "Recent Chancery Court Opinions on Ripeness," Delaware Business Court Insider, December 10, 2014   View >
  • "Great Hill Equity Partners IV, LP v. SIG Growth Equity Fund I, LLLP: Court of Chancery Denies Motions to Dismiss Fraud Claims in Private Company Acquisition," December 1, 2014   View >
  • "In re KKR Financial Holdings LLC Shareholder Litigation: Court of Chancery Rejects Controlling-Stockholder Allegations and Dismisses Merger Case Under Business Judgment Rule," October 14, 2014   View >
  • "In re Rural/Metro Corporation Stockholders Litigation: Court of Chancery Assesses Damages in Aiding and Abetting Case against Financial Advisor," October 11, 2014   View >
  • "City of Providence v. First Citizens Bancshares, Inc., et al.: Court of Chancery Upholds Board-Adopted Forum-Selection Bylaw Requiring Intra-Corporate Litigation to Be Brought in a North Carolina Forum," September 8, 2014   View >
  • "Strategic Adoption of Forum-Selection Bylaws," Delaware Business Court Insider, September 3, 2014   View >
  • "Chancery Appoints Liquidating Trustee to Assist With Windup," Delaware Business Court Insider, August 27, 2014   View >
  • "Chancery Dismisses Stockholder Suit Over Expedia CEO Award," Delaware Business Court Insider, July 30, 2014   View >
  • "Delaware Unclaimed Property Update: Secretary of State Voluntary Program Entrance and Resolution Deadlines Extended," July 14, 2014   View >
  • Special Committees: Law and Practice, LexisNexis, June 25, 2014   View >
  • "Proposed Amendments to the DGCL to Limit Applicability Of the Delaware Supreme Court's Holding in 'ATP Tour'," Corporate Counsel Weekly, June 18, 2014   View >
  • "Houseman v. Sagerman: Court of Chancery Concludes that Failure to Obtain a Fairness Opinion Does Not Necessarily Constitute Bad Faith," June 12, 2014   View >
  • "Chen v. Howard-Anderson: Court of Chancery Distinguishes Lyondell and Explains Application of Exculpatory Provisions in Change of Control Cases," June 12, 2014   View >
  • "In re Orchard Enterprises: Distinguishing MFW, Court of Chancery Rules That Defendants Must Prove Entire Fairness of Squeeze-Out Merger Notwithstanding Special Committee Negotiation and Majority of the Minority Stockholder Approval," June 12, 2014   View >
  • "In re Answers: Court of Chancery Reaffirms Latitude Granted to a Board with a Majority of Independent and Disinterested Directors in Conducting a Sales Process," June 12, 2014   View >
  • "ATP Tour, Inc. v. Deutscher Tennis Bund: The Delaware Supreme Court Upholds the Facial Validity of a Fee-Shifting Provision in the Bylaws of a Delaware Nonstock Corporation," June 12, 2014   View >
  • "Hamilton Partners, L.P. v. Highland Capital Management, L.P.: Court of Chancery Considers a 48% Stockholder and Majority Debt Holder a Controlling Stockholder and Declines to Dismiss Class Action Challenging Going-Private Transaction," June 12, 2014   View >
  • "Recent Delaware Corporate Law Updates," June 12, 2014   View >
  • "Chancery Court Decides First Action Under New Section 205," Delaware Business Court Insider, May 7, 2014   View >
  • "Third Point LLC v. Ruprecht: Court of Chancery Denies Preliminary Injunction Against Annual Meeting of Sotheby's Stockholders, Applies Unocal Standard of Review to Contested Stockholder Rights Plan," May 5, 2014   View >
  • "2014 Proposed Amendments to the General Corporation Law of the State of Delaware," Insights, May 2014   View >
  • "Proposed Amendments to the General Corporation Law of the State of Delaware in 2014," April 15, 2014   View >
  • "Considerations in Drafting Board Observer Arrangements," Business Law Today, April 2004   View >
  • "Kahn v. M&F Worldwide Corp.: Delaware Supreme Court Affirms In re MFW, Holds that Controlling Stockholder Buyouts Can Receive Business Judgment Review if Conditioned Ab Initio on Dual Procedural Protections," March 14, 2014   View >
  • "In re Rural Metro Corporation Stockholders Litigation: Court of Chancery Holds Financial Advisor Liable for Aiding and Abetting Breaches of Fiduciary Duty," March 8, 2014   View >
  • "Recent Developments in Delaware Corporate Law," Spring 2014   View >
  • "Restoring Equity: Delaware's Legislative Cure for Defects in Stock Issuances and Other Corporate Acts," The Business Lawyer, February 2014   View >
  • "Words that Matter: Considerations in Drafting Preferred Stock Provisions," Business Law Today, January 2014   View >
  • "Klaassen v. Allegro: Implementing the Stockholders' Agreement," Delaware Business Court Insider, December 4, 2013   View >
  • "Klaassen v. Allegro Development Corp.: Court of Chancery Upholds Removal of CEO and Determines Composition of Board of Directors," December 2, 2013   View >
  • "In re Morton's Restaurant Group, Inc. S'holders Litig.: Alleged Controlling Stockholder Fits Within Safe Harbor by Sharing Control Premium Pro Rata With Minority Stockholders in Third-Party Deal," December 2, 2013   View >
  • "Viacom International, Inc. v. Winshall: Delaware Supreme Court Reaffirms Judicial Deference to Arbitrator's Decisions on Procedural Arbitrability," December 2, 2013   View >
  • "Recent Delaware Corporate Law Updates," December 2, 2013   View >
  • "In re BioClinica: Court of Chancery Dismisses Claims that Well-Shopped Transaction Supported by Allegedly "Weak" Fairness Opinion Constituted Breach of Fiduciary Duty," December 2, 2013   View >
  • "Boilermakers Local 154 Retirement Fund, et al. v. Chevron Corp., et al. and IClub Inv. P'ship v. FedEx Corp., et al.: Appeal of Forum Selection Bylaw Decision Voluntarily Dismissed," December 2, 2013   View >
  • "Activision Blizzard, Inc. v. Hayes: Delaware Supreme Court Holds that Corporation's Purchase of its Own Stock Is Not a "Business Combination" Requiring Stockholder Approval Under Certificate of Incorporation," December 2, 2013   View >
  • "Delaware Coalition for Open Government, Inc. v. Strine, et al.: Third Circuit Holds Court of Chancery's Confidential Arbitration Program Unconstitutional," December 2, 2013   View >
  • "Court of Chancery Holds that Attorney-Client Privilege Passes to the Surviving Corporation in a Merger," November 15, 2013   View >
  • "Proxy Access by Private Ordering: A Review of the 2012 and 2013 Proxy Seasons," The Business Lawyer, November 2013   View >
  • "Delaware Courts May Award Expectation Damages for a Breach of an Obligation to Negotiate in Good Faith," Business Law Today, October 2013   View >
  • "Mitigating Financial Adviser Conflicts With Second Adviser," Delaware Business Court Insider, August 28, 2013   View >
  • "In re Trados Shareholders Litigation: Court of Chancery Finds Decision to Approve Merger Entirely Fair," August 16, 2013   View >
  • "Preserving (or Limiting) Contractual Claims to Address 'Sandbagging'," Delaware Business Court Insider, July 24, 2013   View >
  • "Conclusive Presumption of Good Faith in MLP Agreements," Delaware Business Court Insider, July 3, 2013   View >
  • "Court of Chancery Upholds Forum-Selection Bylaws Under the Delaware General Corporation Law Against Facial Challenge," June 25, 2013   View >
  • "In re Primedia, Inc. Shareholders Litigation: Court of Chancery Addresses Board's Alleged Failure to Obtain Value for a Derivative Claim Extinguished by Merger," June 18, 2013   View >
  • "In re Wayport, Inc. Litigation: Court of Chancery Applies "Special Facts" Standard to Fiduciary Duty Claims Arising out of Stock Purchase Transaction Between Minority Common Stockholder and Preferred Stockholder," June 18, 2013   View >
  • "Pyott v. Louisiana Municipal Police Employees' Retirement System: Delaware Supreme Court Gives Preclusive Effect to Dismissal of Derivative Suit by California Federal Court and Rejects "Fast Filer" Presumption," June 18, 2013   View >
  • "Carsanaro v. Bloodhound Technologies, Inc: Court of Chancery Allows Plaintiffs' Challenge to Venture Capital Preferred Financings to Proceed," June 18, 2013   View >
  • "Recent Delaware Corporate Law Updates," June 18, 2013   View >
  • "In re NYSE Euronext Shareholders Litigation: Court of Chancery Criticizes Recommendation Provision in Merger Agreement," June 18, 2013   View >
  • "Koehler v. NetSpend Holdings, Inc.: Court of Chancery Determines that Board Employed an Unreasonable Process, but Declines to Issue Injunction," June 18, 2013   View >