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Searching Content by David B. Hennes from Ropes & Gray LLP ordered by Published Date Descending.
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Justices Could Trigger Sea Change For Tender Offer Suits
On April 15, 2019, the U.S. Supreme Court heard oral argument in Emulex Corp. v. Varjabedian.
United States
8 May 2019
2
Supreme Court Expands Scope Of Liability For Securities Fraud
On March 27, 2019, the U.S. Supreme Court issued a 6-2 decision in Lorenzo v. SEC holding that an individual who is not a "maker" of a misstatement under Janus v. First Derivative Traders,
United States
11 Apr 2019
3
In Delaware, Notices And Deadlines Matter
The recent Delaware Court of Chancery decision by Vice Chancellor Glasscock in Vintage Rodeo Parent, LLC v. Rent-A-Center, Inc.
United States
1 Apr 2019
4
Supreme Court Hears Argument On Case With Potentially Significant Implications For The Scope Of Section 10(b) Liability
On December 3, 2018, the U.S. Supreme Court heard oral argument in Lorenzo v. SEC, which involves an attempt by the SEC to use a "scheme liability" theory under Section 10(b) of the Exchange Act ...
United States
11 Dec 2018
5
Delaware Supreme Court Cautions That "Partial And Elliptical Disclosures" Cannot Support The Application Of Corwin Business Judgment Review
On July 9, 2018, the Delaware Supreme Court held in Morrison v. Berry that Corwin business judgment review will not apply to stockholder-approved transactions when "partial and elliptical"...
United States
16 Jul 2018
6
Ninth Circuit Splits From Five Other Circuits; Requires Only A Showing Of Negligence For Claims Under Section 14(e) Of The Exchange Act
On April 20, 2018, in Varjabedian v. Emulex Corp.,1 the Ninth Circuit held that Section 14(e) of the Securities Exchange Act of 1934 requires only a showing of negligence, rather than scienter...
United States
11 May 2018
7
Supreme Court Holds State Courts May Continue To Hear Certain Federal Securities Claims
On March 20, 2018, the Supreme Court held that shareholders may pursue securities class actions alleging false or misleading prospectuses in either state or federal court.
United States
23 Mar 2018
8
New York Court Of Appeals Adopts Delaware Law, Affirming Business Judgment Deference For Controlling Stockholder Transactions Structured With Minority Protections
On May 5, 2016, New York's highest court confirmed that, under New York law, business judgment deference—rather than more searching "entire fairness" review—applies to controlling stockholder...
United States
16 May 2016
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