In a February 28, 2024 opinion, the Delaware Court of Chancery confirmed an arbitrator’s award resulting in a seller of a $40 million company unexpectedly having to pay a buyer over twice that amount – $87 million – in a
Cleary M&A and Corporate Governance Watch
Mergers and Acquisitions, Corporate Governance, Shareholder Activism
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The German M&A Market – Q1/2024
Please click here for the latest edition of the Cleary Gottlieb M&A Telegram for Germany.
Delaware Court of Chancery Invalidates Common Provisions in Stockholder Agreements
With a stroke of the pen, the Delaware Court of Chancery invalidated commonplace provisions in scores of stockholder agreements relating to public corporations and likely many more relating to private corporations. In West Palm Beach Firefighters’ Pension Fund v. Moelis…
FRC publishes updated UK Corporate Governance Code and Guidance
The Financial Reporting Council (FRC) has published an updated UK Corporate Governance Code (the Code), most of which will take effect from 1 January 2025. These revisions will replace the current version of the Code published in 2018. …
It’s Not DE, It’s You: 55 Billion Reasons Tesla is Not ‘Your Company’
On January 30, 2024, the Delaware Court of Chancery struck down Tesla CEO Elon Musk’s $55 billion performance-based stock option package, ruling that Tesla’s directors did not satisfy the stringent “entire fairness” standard in approving his compensation. This case comes…
Hot Tax Topics for Multinational Groups, in the US, the EU and Beyond
The following post was originally included as part of our recently published memorandum “Selected Issues for Boards of Directors in 2024”
Impact of “Pillar Two” Global Minimum Taxation
The push for global tax reform will continue to have a…
Privacy and Data Protection Compliance Will Become More Fragmented in 2024
The following post was originally included as part of our recently published memorandum “Selected Issues for Boards of Directors in 2024”.
Continuing global trends to protect consumer privacy and rein in the exploitation of personal data by organizations,…
FDI Review Regimes are Well-Established and Active; Outbound Investment Regimes are on the Horizon
The following post was originally included as part of our recently published memorandum “Selected Issues for Boards of Directors in 2024”.
In 2024, boards of directors face a well-established, complex and active global foreign direct investment (FDI) landscape…
Regulatory Developments to Watch: Non Competes and ERISA
The following post was originally included as part of our recently published memorandum “Selected Issues for Boards of Directors in 2024”.
Though perhaps not top of the agenda for boards of directors in 2023, there have been significant…
2024 Antitrust Update: Agencies Sharpen Their Teeth, But Is It All Bark and No Bite?
The following post was originally included as part of our recently published memorandum “Selected Issues for Boards of Directors in 2024”.
Antitrust in 2023 was marked by a series of policy developments—some still nascent, some ripe for enforcement…