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Delaware Law Developments 2017: What All Business Lawyers Need to Know

Chair(s): Stephen P. Lamb, Gregory P. Williams, Andre G. Bouchard

Practice Area: Corporate governance, Corporate law, Mergers and acquisitions, Securities and other financial products

Published: Jul 2017 i Other versions can be found in the Related Items tab.
ISBN: 9781402429422
PLI Item #: 186554
CHB Spine #: B2341, B2342

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Front Matter
Faculty Bios
Table of Contents to Vol. 1
Table of Contents to Vol. 2
Chapter 1. Corporate & Alternative Entities Companion 2017–2018
Chapter 2. Takeover Law and Practice
Chapter 3. Recent Appraisal Decision Relies Solely on Merger Price to Determine “Fair Value”—And May Suggest Greater Receptivity to Downward Adjustments to Exclude Value of Synergies—Merion v. Lender Processing
Chapter 4. Reaffirmation That Stockholder Vote Will Cleanse Non-Conflicted Controller Transactions and Even Those Transactions Approved By Boards That Allegedly Were Not Independent and Disinterested—Merge Healthcare
Chapter 5. Court of Chancery Confirms Narrow Path for Success of Post-Closing Disclosure Claims—Nguyen v. Barrett
Chapter 6. Court of Chancery Confirms Directors’ Self-Interest Does Not Exclude “Cleansing” Under Corwin—And Disclosure Is Sufficient If Stockholders Can “Stitch Together the Facts” to Infer Self-Interest—Columbia Pipeline
Chapter 7. In Our View, Dell Has Not Increased the Risk of an Appraisal Award Higher than the Merger Price—But Highlights that a “Meaningfully” Competitive Sale Process Is the Key to Reducing the Risk
Chapter 8. In Appraisal Case Involving Unusual Business Uncertainty, the Court of Chancery Rejects Sole Reliance on the Merger Price Despite “Robust” Sale Process—DFC Global
Chapter 9. Unusual Facts Preclude “Cleansing” of Stockholder-Approved Merger, But the Power of Corwin Continues—Saba Software
Chapter 10. Solera Decision Underscores (Again) Difficulties of Challenging a Transaction That Was Approved by Disinterested Stockholders
Chapter 11. Court of Chancery Notes Uncertainty Whether Unocal Heightened Scrutiny Applies in Corwin Stockholder-Approved Transactions—Paramount Gold & Silver
Chapter 12. Further Confirmation that Obtaining Post-Closing Damages in Non-Controller M&A Transactions Will Be Very Difficult for Plaintiffs—Comstock and Larkin
Chapter 13. No Eruption—Delaware Supreme Court Upholds Volcano Decision Applying Corwin Doctrine to 251(h) Tender Offers (February 10, 2017)
Chapter 14. Earnouts—(Be)Devil is in the Detail (March 30, 2017)
Chapter 15. Just How Preferred is Your Preferred? (May 9, 2017)
Chapter 16. Selected Legal Issues Relating to the Selection and Implementation of Differing Forms of Consideration in M&A Transactions (March 13, 2017)
Chapter 17. Social Issues in Selected Recent Mergers and Acquisitions Transactions, 2003–2017 Supplement (April 26, 2004, and March 16, 2017)
Chapter 18. The Four-Ring Circus—Round Twenty-One; A Further Updated View of the Mating Dance Among Announced Merger Partners and an Unsolicited Second or Third Bidder (March 24, 2017)
Chapter 19. ‘Exes’ and the Attorney-Client Privilege
Chapter 20. Attorney-Client Privilege: Misunderestimated or Misunderstood? (October 20, 2014)
Chapter 21. Judge Gets Common Interest Privilege Spot-On! (April 7, 2015)
Chapter 22. Ohio Takes a Bite Out of the Big Apple (September 7, 2012)
Chapter 23. Caveat Corporate Litigator: The First Circuit Sets Back the Attorney Work Product Doctrine (Summer 2010)
Chapter 24. Good Golly Miss Molly!: The Attorney Work Product Doctrine Takes Another Hit (Winter 2012)
Chapter 25. The D.C. Circuit: Wrong and Wronger! (Winter 2015)
Chapter 26. A Tale of Two Judges (Summer 2012)
Chapter 27. Lawyers and the Border Patrol: The Challenges of Multi-Jurisdictional Practice (Summer 2011)
Chapter 28. Navigating State-Based Ethics Rules and Sarbanes-Oxley Requirements (September 21, 2015)
Chapter 29. Whistleblower Law: What Rights Do Ratting Lawyers Have? (March 14, 2014)
Chapter 30. The Rivera Precedent: What You Don’t Know Can Hurt You (May 2015)
Chapter 31. Squaring the Circle: Can Bad Legal Precedent Just Be Wished Away? (Winter 2014)
Chapter 32. “Positively 4th Street”: Lawyers and the “Scripting” of Witnesses (Summer 2014)
Chapter 33. Thus Spake Zarathustra (And Other Cautionary Tales for Lawyers) (Winter 2010)
Chapter 34. Mad Dogs and Englishmen (Summer 2013)
Chapter 35. Finders Keepers, Losers Weepers? (Summer 2016)
Chapter 36. The End of Conflicts of Interest?: Courts Warm Up to Advance Waivers
Chapter 37. The Legal Profession and Conflicts: Ain’t No Mountain High Enough? (Fall 2007)
Chapter 38. “Here’s Johnny!”: Carnacing the Future of the SEC’s Preemption Overreach (April 28, 2014)
Chapter 39. “Pigs Get Fat, Hogs Get Slaughtered: Keeping Lawyers Out of the Slaughterhouse” (Summer 2015)
Chapter 40. In-House Counsel as Whistleblower: A Rat Without a Remedy? (August 21, 2008)
Chapter 41. Ethics Corner: “Inadvertent Disclosure—Traps Await the Unwary”
Index

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