The prospect of costly entire fairness litigation is not limited to the M&A transactions that have historically been the focus of stockholder litigation and can encompass, for example, insider-led financings and compensation awards to influential founders. And when it arises, the risk of entire fairness litigation can alone supply plaintiffs with considerable settlement leverage.…
Over 125 Years of Helping Clients Navigate the Intricacies of Delaware Corporate Law Richards, Layton & Finger has been defining Delaware law since 1899. Continuing our long tradition of providing insight into the evolution of our state’s influential laws, this publication highlights recent Delaware corporate and alternative entity cases as well as statutory developments in our…
Recently, corporations and fiduciaries have faced enhanced litigation risk arising from entire fairness claims challenging related-party transactions and other transactions implicating unique interests of corporate fiduciaries. This risk is most pertinent for controlled public corporations, although it has also affected public and private corporations with significant non-majority holders. The prospect of costly entire fairness litigation has…
On February 17, 2025, legislation to amend the Delaware General Corporation Law (the “DGCL”) was introduced to the Delaware General Assembly. If enacted, the legislation would, among other things: Amend Section 144 of the DGCL to provide a safe harbor for transactions in which a director or officer or a controlling stockholder may have a conflict…
Trends and Risks in Entire Fairness Litigation Recently, corporations and fiduciaries have faced enhanced litigation risk arising from entire fairness claims challenging related-party transactions and other transactions implicating unique interests of corporate fiduciaries. This risk is most pertinent for controlled public corporations, although it has also affected public and private corporations with significant non-majority holders. …
KEY POINTS Many securitization trusts may be exempt from being licensed in Maryland. Trustees likely not the only choice for “principal officer” on license applications. OVERVIEW In Estate of Brown v. Ward,[1] the Appellate Court of Maryland vacated an order to dismiss a foreclosure on the grounds that an assignee of a certain type of…
In West Palm Beach Firefighters’ Pension Fund v. Moelis & Co., the Delaware Court of Chancery held that various provisions contained in a stockholder agreement, which were intended to give Ken Moelis, the founder and largest stockholder (the “Founder”) of Moelis & Co. (“Moelis”), control over Moelis following the company’s initial public offering (the “IPO”),…
Happy New Year! I am writing to you full of gratitude to have had the opportunity to serve as president of Richards, Layton & Finger during the celebration of our 125th anniversary. I’m proud of our long history of delivering exceptional legal services to our clients and the many ways our lawyers and staff give back…
As the year draws to a close, Turnarounds & Workouts polled experts from different restructuring firms on how the industry shaped out in the past 12 months and shared their views to our valued readers: Matt Barr, Gary Holtzer, Jeffrey Saferstein and Sunny Singh, Co-Chairs at Weil Gotshal & Manges’ Restructuring Department; Samuel Maizel, partner at…
For many small insolvent companies, an assignment for the benefit of creditors (ABC) can be more attractive than a federal bankruptcy case to maximize value and sell or liquidate a business. Depending on the state — this article will focus on Delaware ABCs — special rules may apply that can make an ABC more or less…