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Delaware stockholders and directors have an important tool in
their arsenal to obtain information from a Delaware corporation:
Section 220 of the Delaware General Corporation Law
( DGCL ). The statute confers standing upon stockholders
or directors to demand inspection of the books and records of a
Delaware corporation. 8
Del. C. § 220. This post will
provide a primer on the litigation of books and records demands
pursuant to Section 220 of the DGCL before the Delaware Court of
Chancery.
The Books and Records Demand
The first step in making a books and records demand under
the COVID-19 pandemic s impact on
the markets;
the importance of a modernized
capital markets regulatory framework; and
the Cooperative Capital Markets
System ( CCMR ) initiative.
The first recommendation in the Final Report is to replace the
Ontario
Securities Act with the CCMR-sponsored
Capital
Markets Act. If successfully implemented, this recommendation
will effectively act as the legislative vehicle to implement the
remainder of the recommendations.
The other 73 recommendations, the highlights of which are
summarized below, are organized within six broad headings:
Improving Regulatory Structure;
Ensuring a Level Playing Field;
Enhancing Proxy Systems, Corporate
Governance and Mergers and Acquisitions;
Fostering Innovation; and
Modernizing Enforcement and Enhancing
In a fully reasoned ruling dated November 25, 2020, the
Criminal Chamber of the
Cour de
Cassation (French Supreme Court) has reversed a case law
that had been established for more than twenty years in merger by acquisition transactions (i.e., when a
company is merged into another): The acquiring company may now,
under certain conditions, be held criminally liable for an offence
committed by the acquired company prior to the merger and for which
it had not been convicted.
This is a landmark decision since the Criminal Chamber,
which until then had equated the disappearance of a legal entity
with the death of a natural person, had consistently held so far
First Published in The Royal Gazette, Legally Speaking, February
2021
Given the ongoing impact of the Covid-19 pandemic, it is timely
for us to look closely at material adverse change clauses in the
context of a business acquisition.
Also known as material adverse effect clauses, MAC clauses are
designed to provide a way to address events that were unanticipated
in a deal s documentation.
In an agreement to buy a business, a MAC clause typically allows
a buyer to withdraw from an agreed transaction if events occur that
are detrimental to a target company and/or its assets. In so doing,
a MAC clause offers the buyer a level of protection against
Going public in Canada is usually accomplished in one of two ways – through a traditional IPO or, for smaller companies, through the capital pool company (CPC) route.