A shareholder derivative action which had alleged that Facebook's lack of diversity caused a negative effect on its stock price was rejected by a California federal magistrate judge last week.
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This newsletter is our seventh annual review of significant
state court decisions relevant for private company M&A
transactions and related governance matters and disputes.
Hallisey v. Artic Intermediate, LLC ,
C.A. No. 2019-0980-MTZ (Del. Ch. Oct. 29, 2020)
Summary
Acquiror was not entitled to a post-closing purchase price
adjustment in its favor due to having delivered its Closing
Statement after the contractually agreed deadline.
Background
This decision involved a motion for judgment on the pleadings
filed by Hallisey, as seller representative (Seller Rep) under a
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In mid-March 2020, concerned about opportunistic activist
stockholders, a precipitous decline in oil prices and corresponding
stock volatility, as well as uncertainty created by the
unprecedented COVID-19 pandemic, the board of directors of the
Williams Companies, Inc. ( Williams or the Company ) adopted a one-year stockholder rights plan
with a five percent trigger (the Williams Plan ). Less
than a year later, the Delaware Court of Chancery, after reviewing
the Williams Plan under the Unocal standard, permanently enjoined
it, and found that the directors had breached their fiduciary
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In celebration of Women s History Month, Becker
showcases the inspiration, philosophies, and expertise of the women
attorneys and lobbyists who help elevate our firm and client
service.
For over 30 years, Rosa de la Camara has served as general
counsel to invested affiliates of community associations –
Boards of Directors, unit owners, managers, state and local
policymakers – throughout Florida. Her expertise includes
analysis of issues and recommended course of action, drafting
governing documents, prosecuting violations, attending
administrative hearings, and organizing elections. She has a
particular interest in Hotel Condominiums and is well-versed in the