Special purpose acquisition company (“SPAC”) business combinations have provided a novel and difficult context to apply traditional fiduciary duty doctrines in Delaware law. Recently, in In re MultiPlan Corp. Stockholders Litigation, the Delaware Chancery Court issued a ruling denying a motion to dismiss breach of fiduciary duty claims brought against a SPAC’s fiduciaries in…

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The State Duma adopted in the first reading a bill on the management procedure in foreign companies, where the share of foreign business is more than 25 percent. It is permissible to introduce external management only in companies that intend to leave the Russian market. External administration can be introduced only in socially significant…

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Contents: A corporate dispute is a disagreement arising within a certain company and related to its creation, management, reorganization, profit distribution or liquidation. A conflict may arise between shareholders, legal entities, sole proprietors, commercial and non-profit organizations, as well as affect the interests of small firms and large-scale corporations.  Due to the fact that…

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Two M&A Integration Training Courses You Need to AttendBy Mark Herndon, Chairman and CEO of the M&A Leadership Council  In 2021 we began offering two outstanding online trainings, The Art of M&A® Integration Strategy and Change Management and The Art of M&A® Executing Integration for Maximum Results. We get this question often, “You have two…

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Creative Artists Agency has closed its acquisition of its smaller rival ICM Partners in a blockbuster deal set to reshape the landscape for representation in Hollywood and beyond.The deal, announced in September, values ICM at about $750 million, according to two people briefed on the matter. It is the industry’s largest since the William…

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In Garfield v. Allen (May 24, 2022), the Delaware Court of Chancery accepted, “with admitted trepidation,” what it called a “novel theory” advanced by the plaintiff—namely, that a corporation’s directors may have breached their fiduciary duties to the stockholders by failing to reverse equity compensation awards made to the CEO after the board became…

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  7 Key Integration Initiatives and Objectives to ConsiderBy Mark Herndon, Chairman of M&A Leadership Council The acquisition of Tiffany & Co. (TIF) by LVMH Moët Hennessy Louis Vuitton (LVMH) was not technically a hostile takeover, but given the outright insults, threats, lawsuits, back-channel dealings, and portended government intervention – it certainly could not…

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