In a letter opinion, Mark Gottlieb, et al., v. Jonathan Duskin, et al, Civil Action No. 2019-0639-MTZ (Del. Ch. November 20, 2020), the Delaware Court of Chancery granted Defendants' motion.
Introduction
Malta is considered a reputable jurisdiction for Mergers and
Acquisitions (hereinafter M&A ) activity and has
proved to be a highly attractive forum through which M&A
transactions are structured. The legislative framework for M&A
activity in Malta, as is the case in many other jurisdictions, is
composed of various laws and regulations that seek to regulate a
number of aspects that may feature in M&A transactions which
include both local and cross-border activities. However, the
principal legislation regulating Mergers and Acquisitions of
companies in Malta is the Companies Act (Chapter 386 of the Laws of
Malta) (hereinafter Companies Act ).
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Generally, Luxembourg law recognises that a company incorporated
under a foreign system of law can migrate or continue its corporate
existence to Luxembourg by transferring its registered office and
its head office, without interruption of legal personality
(
Inbound Migration). Inbound Migration
can be achieved provided that the company s country of origin
clearly permits the transfer without interruption of legal
personality and the company adopts a Luxembourg corporate form,
adapting its memorandum and articles of association (or similar
constitutional documents) (
Articles) to
comply with Luxembourg law.
This article provides a summary of recent Delaware decisions on the permissible scope of shareholder books and records demands pursuant to Section 220 of the Delaware General Corporation Law.