How to take control of a Board through written consents
On August 19, 2015, the Delaware Court of Chancery issued an opinion in Kerbawy v. McDonnell that addressed how holders of a majority of...
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Paul Cambria
- Aug 28, 2015
- 2 min
Dole CEO and GC Fraud Liability for Otherwise Proper Going-Private Deal
On August 28, 2015, the Delaware Court of Chancery found the controlling shareholder-CEO and General Counsel of Dole Food Co. Inc. liable...
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Paul Cambria
- Jul 10, 2015
- 1 min
What are the main features of public company M&A?
A few years ago, I gave a training webinar on public company M&A with my close friend Roger W. Bivans, a Partner with Baker & McKenzie in...
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Paul Cambria
- Jul 2, 2015
- 4 min
M&A Fiduciary Duties: Maximizing Shareholder Value
You owe minority investors or other shareholders special fiduciary duties when you sell your company. As I discussed in a prior post,...
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Paul Cambria
- Jun 27, 2015
- 3 min
Fiduciary Duties: Minority Shareholder Rights
Officers, directors, managers, controlling stockholders and other control persons of corporations and other entities frequently have...
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